Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
Restricted Stock Award Grants
On December 16, 2021, the Compensation Committee of the Board of Directors of
Brown & Brown, Inc. (the "Company") authorized and approved grants of shares of
time-based restricted stock under the 2019 Stock Incentive Plan to, among
others, certain of the Company's named executive officers. These restricted
shares (collectively, the "RSA Shares") will vest in increments of 25%, 25%, and
50% on July 1, 2027, July 1, 2028, and July 1, 2029, respectively, assuming
continuous employment through such vesting dates, provided that vesting will
accelerate in the event of death, disability or termination (including
constructive termination) without cause within 12 months following a change in
control of the Company. Recipients of RSA Shares will have voting and dividend
rights at the time of grant, whether or not vested, but cannot dispose of the
shares. The dollar amounts of the RSA Shares granted to the Company's named
executive officers are as follows: R. Andrew Watts - $2,000,000 and J. Scott
Penny - $2,000,000. The number of granted RSA Shares will equal the number of
whole shares resulting from dividing the foregoing dollar amounts by the closing
price of the Company's common stock as of the last business day before January
1, 2022, which is the grant date of the RSA Shares.
A copy of a form of Restricted Stock Award Agreement, pursuant to which these
grants were made, is attached as Exhibit 10.1 to this Current Report on Form
8-K.
Restricted Stock Unit Grant
On December 16, 2021, the Compensation Committee also authorized and approved a
grant of time-based restricted stock units (collectively, the "RSUs") under the
2019 Stock Incentive Plan to Chris L. Walker, one of the Company's named
executive officers. The RSUs will be awarded in five equal installments on the
first five anniversaries of the date of grant and, once awarded, will vest in
increments of 25%, 25%, and 50% on July 1, 2027, July 1, 2028, and July 1, 2029,
respectively, assuming continuous employment through such vesting dates,
provided that vesting will accelerate in the event of death, disability or
termination (including constructive termination) without cause within 12 months
following a change in control of the Company. If Mr. Walker's retirement occurs
on or before July 1, 2027, awarded RSUs will be paid in increments of 25% on the
first year anniversary of retirement and 75% on the second anniversary of
retirement, subject to Mr. Walker being in good standing with the Company as of
the dates of such payments; and if Mr. Walker's retirement occurs after July 1,
2027, awarded RSUs will be paid post-retirement on the remaining original
scheduled vesting dates, subject to Mr. Walker being in good standing with the
Company as of the dates of such payments. RSUs will be settled by delivery of
shares of Company common stock. Dividend equivalents will accrue on
non-forfeited RSUs from and after the grant date and be paid no later than 30
days following the applicable dividend payment date. The dollar amount of the
RSUs granted to Mr. Walker is $2,000,000. The number of granted RSUs will equal
the number of whole units resulting from dividing the foregoing dollar amount by
the closing price of the Company's common stock as of the last business day
before January 1, 2022, which is the grant date of the RSUs.
A copy of a form of Restricted Stock Unit Agreement, pursuant to which this
grant was made, is attached as Exhibit 10.2 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed herewith:
Exhibit No. Description
10.1 Form of Restricted Stock Award Agreement under the 2019 Stock Incentive
Plan.
10.2 Form of Restricted Stock Unit Agreement under the 2019 Stock Incentive
Plan.
104 Cover Page Interactive Data File (formatted as inline XBRL).
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