Additional Proxy Soliciting Materials (definitive) (defa14a)
March 21 2019 - 5:07PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section
14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
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Filed by a Party other
than the Registrant
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CHECK THE APPROPRIATE BOX:
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Preliminary Proxy Statement
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Confidential, For Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Under Rule
14a-12
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Brown & Brown, Inc.
(Name of Registrant as Specified In Its
Charter)
(Name of Person(s) Filing Proxy
Statement, if Other Than the Registrant)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE
BOX):
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No fee
required.
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Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11.
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1)
Title of each class of securities to which transaction
applies:
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2)
Aggregate number of securities to which transaction applies:
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3)
Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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4)
Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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Fee paid previously with
preliminary materials:
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Check box if any part of the fee is
offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or schedule and the
date of its filing.
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1)
Amount previously paid:
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2)
Form, Schedule or Registration Statement No.:
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3)
Filing Party:
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4) Date
Filed:
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*** Exercise Your
Right
to Vote
***
Important Notice Regarding the
Availability of Proxy Materials for the
Shareholder Meeting to Be Held on May 01, 2019
Meeting
Information
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Meeting
Type:
Annual Meeting
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For holders as of:
February 25, 2019
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Date:
May 01, 2019
Time:
9:00 AM
EDT
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Location:
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Hard Rock Hotel Daytona Beach
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Avalon Ballroom
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918 North Atlantic Avenue
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Daytona Beach, Florida 32118
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You are receiving this communication
because you hold shares in the above named company.
This is not a ballot. You cannot use
this notice to vote these shares. This communication presents only an overview
of the more complete proxy materials that are available to you on the Internet.
You may view the proxy materials online at
www.proxyvote.com
or easily request a
paper copy (see reverse side).
We encourage you to access and review
all of the important information contained in the proxy materials before
voting.
See the reverse side of this
notice to obtain proxy materials and voting
instructions.
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Before You
Vote
How to Access the Proxy Materials
Proxy Materials Available to VIEW
or RECEIVE:
1. Annual
Report 2. Proxy Statement
How to View Online:
Have
the information that is printed in the box marked by the arrow
➔
XXXX XXXX XXXX XXXX
(located on the
following page) and visit:
www.proxyvote.com.
How to Request and Receive a
PAPER or E-MAIL Copy:
If you want to
receive a paper or e-mail copy of these documents, you must request one.
There is NO charge for requesting a copy. Please choose one of the
following methods to make your request:
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1)
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BY
INTERNET
:
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www.proxyvote.com
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2)
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BY
TELEPHONE
:
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1-800-579-1639
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3)
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BY
E-MAIL*
:
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sendmaterial@proxyvote.com
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* If requesting
materials by e-mail, please send a blank e-mail with the information that is
printed in the box marked by the arrow
➔
XXXX XXXX XXXX XXXX
(located on the
following page) in the subject line.
Requests,
instructions and other inquiries sent to this e-mail address will NOT be
forwarded to your investment advisor. Please make the request as instructed
above on or before April 17, 2019 to facilitate timely
delivery.
How To
Vote
Please Choose One of the
Following Voting Methods
Vote In Person:
If you
choose to vote these shares in person at the meeting, you must request a
"
legal proxy.
" To do so, please follow the instructions at
www.proxyvote.com
or request a paper copy of the materials, which will
contain the appropriate instructions. Many shareholder meetings have attendance
requirements including, but not limited to, the possession of an attendance
ticket issued by the entity holding the meeting. Please check the meeting
materials for any special requirements for meeting attendance.
Vote By
Internet:
To vote now by Internet, go to
www.proxyvote.com
. Have the information that is printed in the box marked
by the arrow
➔
XXXX XXXX XXXX XXXX
available and follow the instructions.
Vote
By Mail:
You can vote by mail by
requesting a paper copy of the materials, which will include a voting
instruction form.
Voting
items
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The Board of Directors recommends that you vote FOR the following:
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1.
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Election of
Directors
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Nominees
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01
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J. Hyatt Brown
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02
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Samuel P. Bell, III
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03
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Hugh M. Brown
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04
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J. Powell Brown
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05
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Bradley Currey, Jr.
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06
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Lawrence L. Gellerstedt
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07
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James C. Hays
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08
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Theodore J. Hoepner
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09
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James S. Hunt
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10
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Toni Jennings
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11
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Timothy R.M. Main
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H. Palmer Proctor, Jr.
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Wendell S. Reilly
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14
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Chilton D. Varner
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The Board of Directors recommends
you vote FOR the following proposal(s):
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To ratify the appointment of Deloitte & Touche LLP as Brown & Brown, Inc.'s independent registered public accountants for the fiscal year ending December 31, 2019.
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3.
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To approve, on an advisory basis, the compensation of named executive officers.
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4.
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To approve Brown & Brown, Inc.'s 2019 Stock Incentive Plan.
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NOTE:
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Such other business as may properly come before the meeting or any adjournment thereof.
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