Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

March 19, 2018 Dear Fellow Shareholders: On behalf of Brown & Brown, Inc.’s Board of Directors, we are pleased to invite you to attend our Annual Meeting of Shareholders on Wednesday, May 2, 2018. The attached Notice of Annual Meeting of Shareholders and Proxy Statement include important information about the matters to be voted upon at the meeting. The proxy materials for the Annual Meeting, which include the Proxy Statement and 2017 Annual Report, are available online, in order to expedite shareholders’ receipt of proxy materials while lowering the costs and reducing the environmental impact of the meeting. Fiscal 2017 was another successful year for Brown & Brown, and we are proud of what our team accomplished. Once again, we delivered organic revenue growth in all four of our divisions, and we increased our revenues, net income and earnings per share, all while maintaining our industry-leading operating margins. Due to the success of certain changes we made in 2016 to our executive compensation framework, we continued substantially all of our executive compensation practices in 2017, and we believe this structure motivates our leadership team to deliver results that create long-term value for our shareholders.

“Once again, we delivered organic revenue growth in all four of our divisions, and we increased our revenues, net income and earnings per share, all while maintaining our industry-leading operating margins.”

In addition to our strong financial performance, fiscal 2017 was also a year of investment for Brown & Brown. We made 11 strategic business acquisitions with combined annual revenues of approximately $17.5 million. To more efficiently and securely operate our businesses, and to create opportunities to drive growth through collaboration, we remained focused on updating—and in some cases, standardizing—our technology platforms across the Company. We introduced a new incentive compensation program for our Retail Division that we believe will help us to attract and retain talent and to drive organic revenue growth. We increased our dividend for the 24th consecutive year, returning approximately $78 million in dividends to shareholders. Finally, we extended the term of our credit facility to help us effectively manage our capital and to better position us to make further investments in the future. Whether or not you expect to attend the meeting, we encourage you to vote online or by phone, or by signing and returning your proxy card promptly in the enclosed envelope to assure that your shares will be represented at the meeting. If you decide to attend the meeting and vote in person, you will, of course, have that opportunity. On behalf of our Board of Directors, our management team, and our teammates, thank you for your investment in Brown & Brown. We look forward to seeing you at the Annual Meeting.		2017 Total Shareholder Return +16% _______________________ Proxy Statement Highlights 6 Proxy Summary 9 Corporate Governance 26 Executive Compensation

The Annual Meeting of Shareholders of Brown & Brown, Inc. will be held in the Atlantic Room of The Shores Resort, 2637 South Atlantic Avenue, Daytona Beach, Florida 32118, on Wednesday, May 2, 2018 at 9:00 a.m. (EDT), for the following purposes:

The Board of Directors has fixed the close of business on February 26, 2018 as the record date for the determination of shareholders entitled to notice of and to vote at the meeting and any postponements or adjournments.


	Your Vote is Important For your convenience, we are also offering an audio webcast of the meeting. To access the webcast, please visit the “Investor Relations” section of our website (www.bbinsurance.com) shortly before the meeting time and follow the instructions provided. A replay of the webcast will be available on our website beginning the afternoon of May 2, 2018, and continuing for 30 days thereafter.

	How to Vote
		By Internet You can vote your shares online at www.proxyvote.com.

		By Telephone In the U.S. or Canada, you can vote your shares toll-free by calling 1-866-804-9616

		By Mail Please vote, date, sign and promptly return the enclosed proxy in the envelope provided for that purpose, whether or not you intend to be present at the meeting.

	Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on May 2, 2018 The Proxy Statement and Annual Report to Shareholders are available at: www.viewproxy.com/bbinsurance/2018

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider. You should read the entire Proxy Statement carefully before voting.

In fiscal 2017, we delivered strong results, as reflected in the following financial and operational highlights:

All nominees have consented to being named in the Proxy Statement and have agreed to serve if elected. If any director nominee becomes unable or unwilling to serve, proxies will be voted for any substitute nominee(s) as the Board may nominate on the recommendation of the Nominating/Corporate Governance Committee.

Our Bylaws provide for a majority voting standard for the election of our directors in uncontested elections. If the director election were contested, the plurality standard would apply, which means the nominees receiving the greatest numbers of votes would be elected to serve as directors.

To be elected, a nominee must receive the affirmative vote of more than 50% of the votes cast, either in person or by proxy, at the Meeting. If an incumbent director does not receive more than 50% of the votes cast with respect to his or her election, he or she must promptly tender a conditional resignation following certification of the vote. The Nominating/Corporate Governance Committee will then consider the resignation and recommend to the Board whether to accept it, and the Board would be expected to act on the recommendation within 90 days. Thereafter, the Board will promptly publicly disclose its decision concerning whether to accept the director’s resignation offer (and, if applicable, the reasons for rejecting the offer). If the Board does not accept the resignation, the director will continue to serve until the next annual meeting and until a successor has been elected and qualified. If the Board accepts the resignation, then the Board may fill any resulting vacancy or may decrease the size of the Board.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE “FOR” EACH OF THE 12 DIRECTOR NOMINEES

Set forth below is certain information concerning our current directors, all of whom are director nominees. All directors hold office for one-year terms or until their successors are elected and qualified.

New York Stock Exchange (“NYSE”) listed company manual requires directors to satisfy certain criteria to be deemed “independent.” The Board applies these standards in determining whether any director has a material relationship with the Company that would impair his or her independence, as discussed below. As required by the NYSE listed company manual, the Board considers all material relevant facts and circumstances known to it in making an independence determination, from the standpoints of both the director and persons or organizations with which the director has an affiliation.

The Board has considered the independence of our nominees in light of these NYSE standards and has affirmatively determined that the following 10 of the 12 director nominees have no material relationship with us other than service as a director, and are therefore independent: Samuel P. Bell, III; Hugh M. Brown; Bradley Currey, Jr.; Theodore J. Hoepner; James S. Hunt; Toni Jennings; Timothy R.M. Main; H. Palmer Proctor, Jr.; Wendell S. Reilly; and Chilton D. Varner. The following factors were relevant to the Board’s determination of independence:

The Nominating/Corporate Governance Committee is responsible for identifying and evaluating director nominees and for recommending to the Board a slate of nominees for election at each Annual Meeting of Shareholders. The Committee has not established “minimum qualifications” for director nominees because it believes that rigid “minimum qualifications” might preclude the consideration of otherwise desirable candidates for election to the Board. The Committee evaluates director candidates based on a number of factors, including: (a) the need or desirability of maintaining or expanding the size of the Board; (b) independence; (c) credentials, including, without limitation, business experience, experience within the insurance industry, educational background, professional training, designations and certifications; (d) interest in, and willingness to serve on, the Board; (e) ability to contribute by way of participation as a member of Board committees; (f) financial expertise and sophistication; (g) basic understanding of the Company’s principal operational and financial objectives, plans and strategies, results of operations and financial condition, and relative standing in relation to the Company’s competitors; and (h) willingness to commit requisite time and attention to Board service, including preparation for and attendance at regular quarterly meetings, special meetings, committee meetings and periodic Board “retreats” and director education programs. With respect to diversity, while no formal policy has been proposed or adopted, heterogeneity of points of view, background, experience, credentials, gender and ethnicity are considered desirable, and characterize the current composition of our Board.

The Committee and the Board consider a variety of sources when identifying individuals as potential Board members, including other enterprises with which current Board members are or have previously been involved and through which they have become acquainted with qualified candidates. The Company does not pay any third party a fee to assist in the identification or evaluation of candidates.

The Committee will consider director nominations that are submitted in writing by shareholders in accordance with our procedures for shareholder proposals. See “Proposals of Shareholders” below. Such proposals must contain all information with respect to a proposed candidate as required by the SEC’s proxy rules, must address the manner in which the proposed candidate meets the criteria described above, and must be accompanied by the consent of such proposed candidate to serve as a director, if elected.

The role of the Board of Directors is to oversee the affairs of the Company for the benefit of our shareholders and other constituencies, including our teammates, customers, suppliers, carrier partners, and the communities in which we do business. The Board strives to propel the success and continuity of the Company’s business through the selection of qualified management and through ongoing monitoring designed to assure the Company’s activities are conducted in a legal, responsible and ethical manner.

The Board and its committees actively oversee management of the Company’s risks. They receive regular reports from senior management on areas of material risk to the Company, including operational, financial, strategic, acquisition-related, technological, competitive, reputational, legal and regulatory risks.

The Board believes that risk oversight is a responsibility of the entire Board, and it does not look to any individual director or committee to lead it in discharging this responsibility. However, our Board committees have specific oversight responsibilities relating to certain aspects of risk management:

While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board of Directors is regularly informed through attendance at committee meetings or through committee reports about such risks.

We believe that the Board’s approach to risk oversight, as described above, helps assess various risks, make informed decisions, and evaluate emerging risks in a proactive manner for the Company.

Further, our Internal Audit Review Team is responsible for the performance of the internal audit function and for monitoring compliance with policies and procedures relating to our financial control environment. Our Information Technology Review Team is responsible for monitoring our data security and information technology controls. Our Insurance Operations Review Team is responsible for the monitoring of our operational internal controls. Our Team Resources Review Team monitors compliance with internal guidelines and state and federal employment law requirements relating to compensation and human resources, and regularly assesses risks and potential risks associated with our operations. These departments support the integration of our acquisitions and report to our Audit Committee on a quarterly basis, unless more frequent reports are necessary.

Our General Counsel is primarily responsible for enterprise risk management for the Company. On a quarterly basis, our General Counsel presents an enterprise risk management analysis to our Board of Directors, which includes an assessment of overall risk, risk mitigation and elimination priorities, anonymous ethics hotline reports and claims liabilities. Also, our Chief Executive Officer and General Counsel annually deliver a detailed presentation to our Board of Directors about risks associated with our business. This presentation includes extensive discussion, analysis and categorization of risks with respect to likelihood of occurrence, severity and frequency, as well as consideration of mitigating factors that contribute to lessening the potential adverse consequences associated with such risks (which can never, in any business, be fully eliminated). This presentation is prepared with input from the Company’s executive officers, including our division leaders and our Chief Information Officer.

The Chairman of the Board, as well as our Chief Executive Officer, routinely discuss with the Board, generally in executive sessions, the Company’s management development and succession activities.

Interested parties, including shareholders, may communicate with our Board of Directors, with specified members or committees of our Board, with non-management directors as a group or with the Lead Independent Director, Wendell S. Reilly, by sending correspondence to our Corporate Secretary at 220 S. Ridgewood Ave., Daytona Beach, Florida 32114, and specifying in such correspondence that the message is for our Board or for one or more of its members or committees. Communications will be relayed to directors no later than the next regularly scheduled quarterly meeting of the Board and Board Committees.

Corporate Governance Principles; Code of Business Conduct and Ethics; Code of Ethics for Chief Executive Officer and Senior Financial Officers

The Board of Directors has adopted Corporate Governance Principles, a Code of Business Conduct and Ethics, and a Code of Ethics for Chief Executive Officer and Senior Financial Officers, the full text of each of which can be found in the “Corporate Governance” section, under “Key Documents” on our website (www.bbinsurance.com), and each of which is available in print to any shareholder who requests a copy by writing our Corporate Secretary at 220 S. Ridgewood Ave., Daytona Beach, Florida 32114.

Under our Related Party Transactions Policy, our General Counsel (or our Chief Executive Officer if the related party is our General Counsel or an immediate family member of our General Counsel) will review any potential Related Party Transaction to determine if it is subject to the Policy. If so, the transaction will be referred to the Nominating/Corporate Governance Committee for approval or ratification. If, however, the General Counsel determines that it is not practical to wait until the next meeting of the Nominating/Corporate Governance Committee, the Chair of the Nominating/Corporate Governance Committee shall have the authority to act on behalf of the Nominating/Corporate Governance Committee on whether to approve or ratify a Related Party Transaction (unless the Chair of the Nominating/Corporate Governance Committee is a Related Party in the Related Party Transaction). In determining whether to approve or ratify a Related Party Transaction, the Nominating/Corporate Governance Committee (or, as applicable, the Chair of the Nominating/Corporate Governance Committee) will consider, among other things, the benefits of the transaction to the Company, the potential effect

of entering into the transaction on a director’s independence, the availability of other sources for the products or services, the terms of the transaction and the terms available to unrelated third parties generally. The Nominating/Corporate Governance Committee has authority to administer the Policy and to amend it as appropriate from time to time.

For purposes of our Policy, “Related Party Transactions” are transactions in which the Company is a participant, the amount involved exceeds $120,000 when all such transactions are aggregated with respect to an individual, and a “related party” had, has or will have a direct or indirect material interest. “Related parties” are our directors (including any nominees for election as directors), our executive officers, any shareholder who beneficially owns more than five percent (5%) of our outstanding common stock, and any firm, corporation, charitable organization or other entity in which any of the persons listed above is an officer, general partner or principal or in a similar position or in which the person has a beneficial ownership interest of ten percent (10%) or more.

J. Hyatt Brown, who is one of our directors and the father of J. Powell Brown, received compensation of $213,352, consisting of $180,000 for services rendered to the Company in 2017, including assistance with acquisitions and recruitment, $6,480 in matching contributions made by the Company to his 401(k) Plan account, $24,141 for reimbursement of amounts earned by the Company for personal lines insurance he purchased through the Company or its subsidiaries, $615 for car service expenses, and $2,116 for the cost of certain club membership dues. Mr. Hyatt Brown serves as Chairman of the Board of the Company.

P. Barrett Brown, who is the son of Mr. Hyatt Brown and the brother of Mr. Powell Brown, serves as Senior Vice President of the Company and as a Regional President of the Company’s Retail Division. He received compensation of $1,093,038 for services rendered in 2017, as well as grants under our 2010 Stock Incentive Plan (”SIP”) in February 2017 and February 2018 with grant date fair values of $290,489 and $391,466, respectively. In connection with his promotion and relocation in 2014, Mr. Barrett Brown received a loan of $500,000 from the Company in November 2014, which is subject to the terms of a Promissory Note providing that the principal and interest amounts of such loan are forgivable in increments of one-seventh each year, so long as Mr. Barrett Brown remains employed by the Company and/or its affiliates. Mr. Barrett Brown is not an executive officer of the Company.

Carrie Brown, who is married to P. Barrett Brown, was employed by the Company as Corporate Counsel until February 2016. Effective February 1, 2016, Ms. Brown entered into a Consulting Agreement (the “Consulting Agreement”) with the Company to provide legal services to us as an independent contractor. In 2017, Ms. Brown received payments of $181,378 for services rendered in 2017 pursuant to the Consulting Agreement.

Zambezi, LLC (“Zambezi”), a Florida limited liability company whose Members and Managers are J. Hyatt Brown and his wife, Cici Brown, owns a Cessna Citation Sovereign aircraft (the “Aircraft”), which the Company leases pursuant to an Aircraft Dry Lease Agreement (the “Agreement”) with Zambezi. In 2017, the Company paid Zambezi $296,765 under the Agreement to lease the Aircraft. Pursuant to the Agreement, subject to availability of the Aircraft and other specified conditions, Mr. Hyatt Brown has the right to use the Aircraft for personal use, subject to reimbursement paid to the Company at the maximum rate permitted by law. Mr. Hyatt Brown paid $117,906.47 to the Company for such personal use of the Aircraft in 2017. The Company and Zambezi also are party to an Airside Sub-Lease Agreement and Services Agreement, pursuant to which Zambezi leases hangar space from the Company and pursuant to which pilots and mechanics employed by the Company are available to pilot and service the Aircraft as provided therein. In 2017, Zambezi paid the Company $19,170 for the lease of hangar space for the Aircraft, and $66,188.47 for the services of pilots and mechanics employed by the Company and for parts, equipment, and supplies related to the Aircraft’s maintenance and operation.

Richard A. Freebourn, Jr., who is the son of Richard A. Freebourn, Sr., a Senior Vice President of the Company, is employed by us as an insurance sales executive (i.e., a “producer”) in the Lisle, Illinois office of Brown & Brown of Illinois, Inc., one of our Retail Division subsidiaries, and received compensation of $270,565 for services rendered in 2017, as well as grants under our SIP in February 2017 and February 2018 with grant date fair values of $48,386 and $48,561, respectively.

Our Board has the flexibility to determine whether the roles of Chairman of the Board and Chief Executive Officer should be separated or combined. The Board makes this decision based on its evaluation of the circumstances and the specific needs of the Company. Mr. Hyatt Brown, who retired from the position of Chief Executive Officer in 2009, continues to serve as Chairman of the Board, while Mr. Powell Brown serves as Chief Executive Officer.

We believe that our leadership structure is desirable because it allows Mr. Powell Brown to focus his efforts on running our business and managing the Company in the best interests of our shareholders, while we continue to realize the benefits of Mr. Hyatt Brown’s extensive business and industry experience, knowledge of our company, current and past service on boards of other publicly traded companies and proven leadership ability.

The Board conducts executive sessions of non-management directors in connection with each regularly scheduled meeting of the Board. Our Lead Independent Director, Wendell S. Reilly, presides over these executive sessions.

Our Board of Directors has an Audit Committee, Compensation Committee, and Nominating/Corporate Governance Committee. The charters of each of these Board committees are available in the “Corporate Governance” section, under “Key Documents” on our website (www.bbinsurance.com) and are also available in print to any shareholder who requests a copy from the Corporate Secretary at 220 S. Ridgewood Ave., Daytona Beach, Florida 32114. Our committee meetings are generally attended by all Board members, subject to the availability of each director, which we believe enables our Board to function in a more collaborative, transparent, and effective manner, and which we believe promotes collegiality among the Board.

The Nominating/Corporate Governance Committee regularly considers the composition of the Board. However, we have not established a mandatory retirement age or other term limits because we believe longer-tenured directors can bring important experience and institutional knowledge that are critical to the success of our Board and the long-term interests of our shareholders. Consideration is given to rotating committee members, committee chairs, and the Lead Independent Director position every three to five years because we believe fresh perspectives facilitate enhanced Board and committee performance. Our Nominating/Corporate Governance Committee evaluates the performance of each incumbent director at least annually before recommending his or her nomination for an additional term. In addition, any director who has a job change must submit a letter of resignation resigning from the Board. The submission of a letter of resignation provides an opportunity for the Board to review the continued appropriateness of the director’s membership on the Board under the circumstances.

The Nominating/Corporate Governance Committee conducts an annual evaluation of the Board and its committees, as well as the individual performance of each director. As part of this process, all directors complete detailed confidential questionnaires to provide feedback on the effectiveness of the Board, the committees and the performance of individual directors. The results of the questionnaires are compiled anonymously by the Chair of the Nominating/Corporate Governance Committee in the form of summaries, and the feedback is reviewed and discussed by the Nominating/ Corporate Governance Committee and subsequently reported to the full Board. We believe these assessments allow us to continually improve the effectiveness of our Board and committee meetings throughout the year.

During 2017, our Board of Directors held five meetings. With the exception of one director, who attended 91% of the total number of meetings of committees of which he is a member, each incumbent director serving during 2017 attended 100% of the total number of Board meetings, and 100% of the total number of meetings of committees of which such director is a member. The Board expects, but does not require, directors, all of whom are director nominees, to attend the Annual Meeting of Shareholders. All members of the Board attended the 2017 Annual Meeting of Shareholders.

During 2017, non-employee directors were paid an annual retainer of $80,000, payable in quarterly installments. We also pay an additional $1,500 for each meeting attended by such director in excess of 12. In addition, the Chair of the Audit Committee is paid a $5,000 retainer, and the Chairs of the Compensation, Nominating/Corporate Governance and Acquisition Committees each receive $3,000 retainers, for services associated with those positions. Also, each director who is not an employee of ours received in January 2017 a grant of $50,000 worth of fully vested shares of our common stock under our SIP, valued as of the close of business on the last business day before the regular January meeting of the Compensation Committee. All directors receive reimbursement of reasonable out-of-pocket expenses incurred in connection with meetings of the Board. No director who is an employee receives separate compensation for services rendered as a director.

The following table sets forth cash and other compensation earned during 2017 by directors who are not Named Executive Officers.

Our Board of Directors reviews the compensation of our non-employee directors at least every two years or as such other time as circumstances may warrant. In October 2017, Frederic W. Cook & Co., Inc. (“FW Cook”), an independent outside compensation consulting firm retained by the Compensation Committee, conducted a comprehensive analysis of the Company’s non-employee director compensation review, as described below.

As part of FW Cook’s analysis, the Compensation Committee reviewed and considered data from the 2017 FW Cook Director Compensation Report, which consisted of data from a blend of general industry companies with market capitalizations between $1 and $5 billion and market capitalizations greater than $5 billion, and the 2016–2017 NACD Director Compensation Report, which consisted of data from general industry companies, as well as insurance companies, with annual revenues between $1 and $2.5 billion.

Based upon the results of FW Cook’s analysis, the Compensation Committee concluded that the total annual compensation for our non-employee directors was below the 25th percentile of the general industry market surveys and eight percent below the median of the insurance industry survey data. The Compensation Committee also concluded that the pay mix for the Company’s non-employee director compensation was more heavily weighted toward cash than equity relative to market practice and the annual retainer amounts for the Board’s committee chairs were substantially below the general industry norms.

Based upon FW’s Cook’s analysis and the Compensation Committee’s recommendation, in October 2017, the Board approved the following changes to the compensation for our non-employee directors beginning in 2018:

The Committee and the Board are requesting that shareholders ratify this appointment as a means of soliciting shareholders’ opinions and as a matter of good corporate governance. If the shareholders do not ratify the selection, the appointment of the independent registered public accountants will be reconsidered by the Committee. Even if the selection is ratified, the Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such change would be in the best interests of the Company and its shareholders.

One or more representatives of Deloitte & Touche LLP are expected to be present at the Meeting, will have the opportunity to make a statement and will be available to respond to appropriate questions from shareholders.

In order to be ratified, this Proposal 2 must receive the affirmative vote of a majority of the votes cast on the Proposal. The Board of Directors believes that the ratification of Proposal 2 is in the best interests of the Company and its shareholders.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE “FOR” THIS PROPOSAL.

The Audit Committee of the Board of Directors operates pursuant to an Audit Committee Charter, which was most recently reviewed by the Committee in October 2017. The Charter is posted on the Company’s website (www.bbinsurance.com) in the “Corporate Governance” section, under “Key Documents.”

Each member of the Audit Committee qualifies as “independent” (as that term is defined in the NYSE listed company manual, as well as other statutory, regulatory and other requirements applicable to the Company’s Audit Committee members).

It is not the duty or responsibility of the Audit Committee to conduct auditing or accounting reviews or procedures. In performing its oversight responsibility, members of the Audit Committee rely without independent verification on the information provided to them and on the representations made by management and the independent registered public accountants. Accordingly, the Audit Committee’s considerations and discussions do not assure that the audit of the Company’s financial statements has been carried out in accordance with the standards of the Public Company Accounting Oversight Board (United States) or that the financial statements are presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”).

We incurred the following fees for services performed by Deloitte & Touche LLP for fiscal years 2017 and 2016:

Audit Committee Policy for Pre-Approval of Independent Registered Public Accountant Services

Our policy requires that the Audit Committee consider and approve in advance any proposed engagement of the independent registered public accountants to perform services in addition to those approved in connection with their annual engagement letter, except for certain limited non-audit services. During fiscal years 2017 and 2016, all services were approved by the Audit Committee in accordance with this policy.

As described in detail below under “Compensation Discussion and Analysis,” our executive compensation program is designed to attract, motivate, and retain our Named Executive Officers, who are critical to our success. Accordingly, our Named Executive Officers are rewarded to the extent we achieve specific annual goals and deliver financial performance intended to increase long-term shareholder value.

Our Compensation Committee has adopted an approach to executive compensation that we believe enables the Company to retain its executive talent while remaining committed to our core compensation philosophy of paying for performance and aligning executive compensation with shareholder interests. The Committee continually reviews the compensation programs for our Named Executive Officers with the goal of most effectively aligning our executive compensation structure with our shareholders’ interests and current market practices. For example, (1) a significant portion of pay is performance-based, (2) compensation is incentive-driven with both short- and long-term focus, and (3) we believe components of compensation are linked to increasing shareholder value.

We are again asking our shareholders to indicate their support for our executive officer compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers and the philosophy, program and practices described in this Proxy Statement in accordance with the SEC’s compensation disclosure rules. Accordingly, we ask our shareholders to vote “FOR” the approval, on an advisory basis, of executive compensation.

The say-on-pay vote is advisory, and therefore not binding on the Company, the Compensation Committee or our Board. However, our Board and Compensation Committee value the opinions of our shareholders, and to the extent there is any significant vote against the executive compensation as disclosed in this Proxy Statement, we will consider our shareholders’ concerns, and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.

Accordingly, we ask our shareholders to vote on the following resolution at the Meeting:

“RESOLVED, that the compensation paid to the Company’s Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”

In order to be approved, this Proposal 3 must receive the affirmative vote of a majority of the votes cast on the Proposal. The Board of Directors believes that the advisory approval of Proposal 3 is in the best interests of the Company and its shareholders.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE “FOR” THIS PROPOSAL.

Notwithstanding anything to the contrary set forth in any of our previous filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate future filings, including this Proxy Statement, in whole or in part, the following Board Compensation Committee Report shall not be incorporated by reference into any such filings.

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management and, based on this review and those discussions, has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

Toni Jennings (Chair)
Samuel P. Bell, III
Theodore J. Hoepner
James S. Hunt
H. Palmer Proctor, Jr.

Our Compensation Committee has responsibility for the design, implementation, and approval of the compensation of our executive officers. We seek to provide an executive compensation package that supports our business strategy and is driven by our overall financial performance, the success of the business divisions that are directly impacted by the executive’s performance, and the performance of the individual executive. The Compensation Committee periodically reviews, with the support of an independent compensation consultant, the pay practices of other companies with the goal of seeing that the Company’s executive compensation program remains competitive, but does not target compensation decisions or levels to a specific percentile or other absolute measures related to comparison group data.

At last year’s Annual Meeting of Shareholders, 99% of the votes cast were in favor of the advisory vote to approve executive compensation. In view of this favorable vote (as well as a similar favorable vote in 2016) and the success of our 2016 executive compensation policies in incentivizing results that were aligned with the long-term interests of our shareholders, as well as other factors (including regulatory requirements, market considerations, and Company and individual performance), we continued substantially all of our executive compensation policies from year to year.

We believe our compensation system continued to effectively incentivize our executive officers to deliver strong results for the Company. Our fiscal 2017 performance, as reflected in the table below, resulted in above-target payouts of our annual cash incentives to all of our Named Executive Officers:

In furtherance of these goals, for 2017 our incentive compensation program included both long- and short-term compensation and was tied to increases in our adjusted earnings per share, organic revenue growth, adjusted EBITDAC margin, and predetermined personal objectives for each of our executive officers.

Our compensation philosophy is reflected in the following short-term and long-term compensation components:

The chart below shows the 2017 mix of compensation for our CEO and for the other NEOs as a group.

The Compensation Committee does not target compensation decisions or levels to a specific percentile or other absolute measures related to comparison group data, but does periodically review the pay practices of other companies with the goal of seeing that the Company’s executive compensation program remains competitive.

In 2016, FW Cook conducted a comprehensive analysis of the Company’s pay practices and executive compensation levels as compared to a group of the Company’s peers (the “2016 Comparative Market Assessment”), as described below. In January 2018 and as a follow-up to the 2016 Comparative Market Assessment, FW Cook conducted an additional analysis of the Company’s compensation levels for its Chief Executive Officer and Chief Financial Officer as compared to a group of the Company’s peers (the “2018 Comparative Market Assessment”), as described below.

For both the 2016 Comparative Market Assessment and the 2018 Comparative Market Assessment, FW Cook focused on our peers in the Russell 3000 of similar size, industry, and business characteristics. The other insurance intermediaries for which compensation data was publicly available—Aon plc, Arthur J. Gallagher & Co, Marsh & McLennan Companies Inc. and Willis Towers Watson PLC—compete with us the most directly for talent. However, these publicly traded insurance intermediaries are significantly larger than we are in total assets, total revenue and market capitalization. Because of these differences in size, FW Cook also reviewed the compensation practices of nine publicly traded insurance carriers and several other companies in the capital markets industry. The proxy comparison group was as follows:

Arch Capital Group Ltd.	Property & Casualty Insurance Carrier
AXIS Capital Holdings Limited	Property & Casualty Insurance Carrier
Aon plc	Insurance Intermediary
Argo Group International Holdings	Property & Casualty Insurance Carrier
Arthur J. Gallagher & Co.	Insurance Intermediary
CBIZ, Inc.	Research & Consulting Services
Crawford & Company	Insurance Intermediary
Erie Indemnity Company	Property & Casualty Insurance Carrier
FBL Financial Group Inc.	Life & Health Insurance Company
Marsh & McLennan Companies Inc.	Insurance Intermediary
Primerica, Inc.	Life & Health Insurance Company
Raymond James Financial, Inc.	Investment Banking & Brokerage
RLI Corp.	Property & Casualty Insurance Carrier
Selective Insurance Group Inc.	Property & Casualty Insurance Carrier
Waddell & Reed Financial, Inc.	Asset Management & Custody Banks
Willis Towers Watson PLC	Insurance Intermediary

As part of the 2016 Comparative Market Assessment, the Compensation Committee also reviewed and considered data from the 2016 Towers Watson CDB General Industry Compensation survey.

Based upon the results of FW Cook’s analysis, the Compensation Committee determined that, among other things, the total 2016 direct compensation for the Company’s executive officers, which includes each executive officer’s base salary, target cash incentive amount, and target long-term equity incentives, was generally aligned with the market blend median. However, the Compensation Committee also concluded that the Company’s 2016 management service fee (MSF), which is the notional amount investors pay for a company to be managed, calculated as the aggregate 2016 target pay for the Company’s five highest paid executive officers in 2015, was positioned in the 32nd percentile of the Company’s peer group, while the Company’s 2015 revenue was positioned in the 48th percentile of its peer group. The Compensation Committee believes that the evaluation of MSF is valuable to gain an understanding of the pay competitiveness of the Company’s executive officers, regardless of position or tenure.

While the Compensation Committee did consider FW Cook’s analysis in making our 2017 compensation decisions, in light of the conclusion that our executive officers’ total direct compensation was generally aligned with the market blend median, the Compensation Committee did not apply any market-rate pay adjustments (but did apply other performance-based pay adjustments, as described below) for any of our Named Executive Officers, except for Mr. Powell Brown, who received an increase in his 2017 annual long-term equity incentive award of $250,000, and Mr. Watts, who received an increase in his 2017 target cash incentive amount of $125,000:

Based upon the results of FW Cook’s analysis, the Compensation Committee applied market-rate pay adjustments for Mr. Powell Brown, who received an increase in his 2018 annual long-term equity incentive award of $500,000, and for Mr. Watts, who received an increase in his 2018 long-term equity incentive amount of $100,000 and an increase in his 2018 target cash incentive of $100,000:

Beginning in August 2015, the Compensation Committee engaged FW Cook to assist with a review of the components, structure and design of the long-term equity incentive arrangements with our executive officers and other key employees. The primary goal of this engagement was to help design long-term equity incentive arrangements that continue to be competitive and aligned with shareholder interests. FW Cook has remained engaged by the Compensation Committee to advise and assist with other matters related to executive and non-employee director compensation. The Compensation Committee considers FW Cook to be independent because FW Cook performed no services for the Company’s management unrelated to services performed for the Compensation Committee and there was no conflict of interest raised as a result of any work performed by FW Cook, directly or indirectly, for the Compensation Committee during fiscal years 2015, 2016 or 2017.

The Compensation Committee considers input from our Chief Executive Officer in making determinations regarding the compensation of our executive officers, other than our Chief Executive Officer. As part of the annual planning process, our Chief Executive Officer recommends, and presents to the Compensation Committee for consideration, base salary adjustments, targets for our annual cash incentive program, and long-term equity incentive award amounts for our executive officers, other than our Chief Executive Officer. In addition, our Chief Executive Officer periodically presents to the Compensation Committee and the Board his evaluation of each executive officer’s performance and reviews succession plans for each of our executive officers.

In accordance with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), we provide our shareholders with an annual opportunity to approve, on a nonbinding, advisory basis, the compensation of named executive officers. At our annual meetings of shareholders in both 2016 and 2017, our shareholders voted to approve this compensation by a significant margin.

In view of the favorable vote in 2017 (as well as a similar favorable vote in 2016), as well as other factors (including regulatory requirements, market considerations, and Company and individual performance), we did not substantially change our executive compensation policies for 2018.

In January 2017, the Compensation Committee determined not to increase the 2017 base salaries for the Named Executive Officers, except for Mr. Penny, whose base salary increased from $463,500 to $500,000, and Mr. Strianese, whose base salary increased from $500,000 to $600,000. The decision to increase Mr. Penny’s 2017 base salary was based upon his individual performance during 2016 and in recognition of the fact that his base salary had not been increased since 2014. The decision to increase Mr. Strianese’s 2017 base salary was part of the Compensation Committee’s overall determination to increase his total direct compensation in recognition of his individual performance and the performance of the Company’s Wholesale Brokerage Division, for which Mr. Strianese has responsibility, during 2016 and was accompanied by a decrease in Mr. Strianese’s 2017 target cash incentive amount from $900,000 to $850,000.

Our annual cash incentives are designed to align executive officer compensation with our annual goals and objectives and to create a direct link between compensation and financial and operational performance. During the first quarter of each year, the Compensation Committee approves the annual cash incentive components, consisting of financial performance measures, individual target cash incentive amounts, and personal objectives, for each executive officer, including the relative weightings and goals against which performance is measured and payouts are determined for such fiscal year.

Target Amounts. In February 2017, the Compensation Committee approved the 2017 target cash incentive amounts for the Named Executive Officers. Other than for Mr. Strianese, whose target cash incentive amount for 2017 decreased from $900,000 to $850,000, and for Mr. Watts, whose target cash incentive amount for 2017 increased from $400,000 to $525,000, the Compensation Committee did not change the target cash incentive amounts for our Named Executive Officers. The decision to decrease Mr. Strianese’s target cash incentive amount was part of the Compensation Committee’s overall determination to increase his total direct compensation in recognition of his individual performance and the performance of the Company’s Wholesale Brokerage Division, for which Mr. Strianese has responsibility, during 2016 and was accompanied by an increase in Mr. Strianese’s base salary from $500,000 to $600,000. The decision to increase Mr. Watts’ target cash incentive amount was based upon the increasing scope of Mr. Watts’ operational responsibilities in 2016 and 2017 and the results of the comparative market assessment conducted by FW Cook. As part of its consideration of the comparative market assessment, the Compensation Committee concluded that Mr. Watts’ 2016 target total direct compensation was aligned with only the 25th percentile of the peer group, between the 25th and 50th percentile of the general industry, and that the amount of his 2016 target cash incentive amount was below the 50th percentile for the peer group and the general industry.

For 2017, the aggregate target cash incentive amounts were: for Mr. Powell Brown, $1,400,000; for Mr. Watts, $525,000; for Mr. Penny, $800,000; for Mr. Strianese, $850,000 and for Mr. Walker, $900,000. Payouts can range from 0% to 200% of the aggregate target cash incentive depending on financial performance of the Company or division, as applicable, and Named Executive Officer performance against personal objectives.

For 2017, the Compensation Committee selected the following components and weightings for the annual cash incentives for the Named Executive Officers:

The target amounts for each financial performance measure were discussed over several months and then reviewed and approved by the Compensation Committee in February 2017. These target amounts were set slightly higher than our 2017 budget, which was approved by the Board in January 2017, in order to ensure that our performance targets are rigorous and challenging, yet realistic for our executive officers. Our budget reflects a multi-month process that includes thorough and thoughtful discussions among management, and between management and our Board. In determining our 2017 budget, which served as the basis for the targets for each 2017 financial performance measure, consideration was given to, among other things:

For each financial performance measure, we make no payout for performance below a certain threshold. As part of our pay-for-performance framework, the Compensation Committee adopted payout curves that are intended to incentivize performance generally within a “target payout corridor” and that provide for incrementally higher and lower payouts for performance outside of the target payout corridor. Payout percentages for each financial performance measure were calculated based on the following tables:

Determination of 2017 Annual Cash Incentive Payouts. In January 2018, the Compensation Committee reviewed actual 2017 performance of each financial performance measure against the target performance for each such measure as set forth in the following table:

With respect to the achievement of personal objectives by each of the Named Executive Officers, which accounts for 20% of the 2017 cash incentive amount, the Compensation Committee evaluated the level of achievement for each Named Executive Officer’s personal objectives in January 2018. The evaluation for Mr. Powell Brown, our Chief Executive Officer, was made by the Compensation Committee. For the other Named Executive Officers, the Compensation Committee, after discussion, consideration and review, accepted without modification the recommendations as proposed by the Chief Executive Officer. The Compensation Committee evaluated the achievement of each Named Executive Officer’s personal objectives in their totality instead of assigning a weight to each particular personal objective.

As illustrated in the table below, the final 2017 cash incentive amounts were calculated by combining the payout amounts for each of the components discussed above and then rounding the resulting number up to the nearest thousand dollars:

While not exercised in 2017, the Compensation Committee expressly reserves the right, in its sole discretion, to reduce the annual cash incentive for any Named Executive Officer, or to pay no annual cash incentive at all, if the Company's performance is unexpectedly poor or if the intended recipient commits acts of malfeasance.

Each of the Named Executive Officers is eligible to receive an additional discretionary bonus upon such terms and conditions as might be determined by the Chief Executive Officer, subject to the approval of the Compensation Committee, or, in the case of the Chief Executive Officer, as might be determined by the Compensation Committee. None of our Named Executive Officers received a discretionary bonus for 2017.

We endeavor to make our long-term equity incentive arrangements competitive and aligned with shareholder interests, as reflected in the following structure:

Based upon the recommendation of our Chief Executive Officer and, with respect to our Chief Executive Officer, based upon the Compensation Committee’s annual evaluation of our Chief Executive Officer’s performance, the following long-term equity incentive awards for our Named Executive Officers were approved by our Compensation Committee in February 2017:

As part of its ongoing evaluation of our executive officers’ compensation and based, in part, on the recommendation of FW Cook, in early 2018, the Compensation Committee approved the framework for our executive officers’ compensation for 2018, as described below.

The Compensation Committee did not increase the base salaries for the Named Executive Officers in 2018.

In February 2018, the Compensation Committee determined not to change the components of our annual executive officer cash incentives or the weighting of each component. The measurement metrics and the following aggregate target cash incentive amounts for our Named Executive Officers were reviewed and approved by the Compensation Committee in early 2018 as part of our annual planning process:

Based upon the recommendation of our Chief Executive Officer and, with respect to our Chief Executive Officer, based upon the Compensation Committee’s annual evaluation of our Chief Executive Officer’s performance, as well as input from FW Cook, the following long-term equity incentive awards for our Named Executive Officers were approved by our Compensation Committee in February 2018:

We also provide the following compensation and benefits to attract and retain key employees.

Along with all other full-time employees, each of the Named Executive Officers is eligible: (a) to receive matching contributions to the Company’s 401(k) Plan; (b) to participate in the Company's 1990 Employee Stock Purchase Plan; (c) to participate in group medical, dental and other benefit plans; and (d) to the extent permitted by applicable law, for reimbursement of amounts earned by the Company on personal lines insurance such as homeowners and flood insurance purchased by such Named Executive Officer. Our 401(k) Plan provides for matching contributions of up to four percent (4.0%) of the contributions made by each participant. The 401(k) Plan also permits discretionary profit-sharing contributions, but the Company made no such contributions to the accounts of Named Executive Officers for 2017.

The Named Executive Officers receive dividends on unvested shares granted pursuant to the Company’s equity incentive compensation plans (i) that have exclusively time-based vesting requirements (e.g., time-based Restricted Stock Awards), or (ii) for which the applicable performance conditions have been satisfied in accordance with the applicable award agreements (e.g., performance-based Performance Stock Awards).

The Named Executive Officers are eligible to participate in the Company’s non-qualified deferred compensation plan, which provides the opportunity to defer receipt of up to 75% of salary and up to 100% of cash incentive and bonus compensation. Participant deferrals are credited to the participant’s deferral contribution account. The participant's account is credited with earnings based on the performance of the participant’s investment allocation among a menu of investment options designated by the Company. The Company is permitted, but not required, to make matching contributions and other discretionary contributions under this plan. The Company made no matching or other discretionary contributions to the accounts of Named Executive Officers for 2017.

A participant’s account under the Company’s non-qualified deferred compensation plan generally is distributed in a lump sum or installments upon the participant’s retirement, other termination of employment or death. However, in some circumstances (including hardship) all or a portion of the participant’s deferral account may be distributed on one or more specified dates prior to termination of employment. Participants elect at the time of deferral to have the distributions made in a lump sum or annual installments.

Certain golf or social club membership dues paid by the Named Executive Officers who have responsibility for the entertainment of clients, prospective clients and principals of acquisition prospects are reimbursed by the Company or paid on behalf of the Named Executive Officer. Additionally, the Company reimburses the costs of annual physical examinations that are not otherwise covered by insurance and for certain financial and tax planning services for each of the Named Executive Officers.

The deductibility of compensation payments can depend upon numerous factors, including the nature of the payment and the time that income is recognized under various plans, agreements, and programs. Interpretations of, and changes in, applicable tax laws and regulations as well as other factors beyond the control of the Compensation Committee also can affect the deductibility of compensation. The Compensation Committee considers the anticipated tax treatment of the Company’s compensation programs and payments, including the potential impact of Section 162(m) of the United States Internal Revenue Code of 1986, as amended. Section 162(m) disallows a tax deduction for any publicly held corporation for individual compensation exceeding one million dollars in any taxable year for certain executive officers. Before the effective date of the legislation that was originally introduced as the Tax Cut and Jobs Act of 2017 (the "Tax Reform Act"), which was signed into law in December 2017, amounts in excess of one million dollars were deductible if they qualified as performance-based compensation under a plan that was approved by the shareholders and that met certain other technical requirements. With respect to awards made before the Tax Reform Act, our general policy was to deliver equity-based compensation to employees in as tax-efficient a manner as possible, taking into consideration the overall cost to the Company. However, because our interests and our shareholders’ interests may sometimes be best served by providing compensation that is not deductible in order to attract and retain high-quality people that are crucial to both the short-term and long-term success of the Company, the Compensation Committee has retained the flexibility to provide for compensation that is not deductible.

As a result of Tax Reform Act, the exemption from the Section 162(m) deduction limit for performance-based compensation has been repealed, effective for taxable years beginning after December 31, 2017. Therefore, compensation paid to our covered executive officers in excess of one million dollars will not be deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017. Also, the Tax Reform Act will expand the number of individuals covered by the Section 162(m) deduction limit. We will continue to monitor the pre-2018 equity-based awards and endeavor to preserve the deductibility of such awards if and when they are paid. Despite the Compensation Committee’s efforts to structure these awards in a manner intended to be exempt from the Section 162(m) deduction limit, because of uncertainties as to the application and interpretation of Section 162(m) after the Tax Reform Act, including the uncertain scope of the transition relief provided by the legislation, no assurance can be given that compensation intended to satisfy the requirements for exemption from Section 162(m) will do so. In addition, the Compensation Committee reserves the right to modify compensation that was initially intended to be exempt from Section 162(m) if it determines that such modifications are consistent with the Company’s business needs.

With the exception of Mr. Walker and Mr. Watts, all of the Named Executive Officers have employment agreements with the Company that include change-in-control provisions. The terms of our employment agreements with our Named Executive Officers are described below in the section titled “Employment and Deferred Compensation Agreements.”

The SIP provides for double-trigger vesting under which all participants, including all of the Named Executive Officers, would become vested in the following amounts if the participant’s service with us is involuntarily or constructively terminated (other than for specified causes, as set forth in the SIP) within 12 months after a “Transfer of Control” as defined in the SIP:

For information concerning the value of the vested shares that each of the Named Executive Officers would have under the SIP in the event that termination of employment after “Transfer of Control“ had occurred on the last business day of 2017, please see the table titled “Potential Payments Upon Termination or Change in Control – 2017” below.

The PSP (which was terminated in 2010) provides that all outstanding grants of PSP stock shall become fully vested and non-forfeitable in the event of: (i) the Company’s entry into any agreement to sell all or substantially all of its assets or to enter into any merger, consolidation, reorganization, division or other corporate transaction in which Company stock is converted into another security or into the right to receive securities or property, where such agreement does not provide for the assumption or substitution of PSP stock; (ii) any tender or exchange offer for the Company’s stock accepted by a majority of the shareholders of the Company; or (iii) the death of J. Hyatt Brown and the subsequent sale by his estate, his wife, his lineal descendants, any trust created for his benefit during his lifetime, or any combination of the foregoing, of the Company stock owned by J. Hyatt Brown prior to his death. The PSP further provides that if any shares of PSP stock become fully vested and non-forfeitable because of the occurrence of these events, the Company shall pay to the holders of such shares, within 60 days of the occurrence of such event, the full amount of any federal and state income tax liability incurred by such holder as a result of such vesting, including, without limitation, any excise tax with respect to such vesting (e.g., under Internal Revenue Code Section 4999 and any successor provision) as well as the amount of any tax liability with respect to such “gross-up” payment. This excise tax gross-up provision is a legacy provision that applies only to awards that were granted under the PSP prior to its suspension in 2010, and no new agreements that contain excise tax gross-up provisions have been entered into, and no previous agreements containing such legacy provisions have been materially amended. Additionally, the PSP provides that in the event of any “Change in Control” (as defined in the PSP, and excluding the triggering events described above), the Board thereafter shall have the right to take such action with respect to any shares of PSP stock that are forfeitable, or all such shares of PSP stock, as the Board in its discretion deems appropriate under the circumstances to protect the interests of the Company in maintaining the integrity of the awards under the PSP. The PSP further states that the Board shall have the right to take different action with respect to different “Key Employees” (as defined in the PSP) or different groups of “Key Employees,” as the Board in its discretion deems appropriate under the circumstances. For information concerning the value of the vested PSP stock that each of the Named Executive Officers would have in the event that one of the triggering events described above occurred on the last business day of 2017, please see the table titled “Potential Payments Upon Termination or Change in Control – 2017” below.

The Named Executive Officers other than Mr. Watts and Mr. Walker, entered into new employment agreements with the Company in 2014, replacing previous employment agreements that had different terms. Compensation under these agreements is not specified, but rather is to be agreed upon between us and the executive from time to time. See the section titled, “Compensation Discussion and Analysis” for information concerning the considerations affecting the compensation of the Named Executive Officers. The agreements include a provision that states that in the event of a “Change in Control,” defined as a circumstance in which the holders of more than 50% of the voting stock of the Company before the transaction closes hold less than 50% of the voting stock of the Company after the transaction closes, if the resulting entity employs executives with duties similar in character, classification or responsibilities to Executive’s, the Agreement shall be deemed modified to provide Executive with “equivalent terms and benefits to those of similar executives.” The new employment agreements include, among other provisions, restrictive covenants prohibiting the solicitation or diversion of business or employees for a period of two years following voluntary or involuntary separation from employment, and also prohibit disclosure of confidential information. These agreements may be terminated by either party at any time, with or without cause or advance notice.

Mr. Walker entered into an employment agreement with the Company effective January 9, 2012, in connection with our acquisition of Arrowhead General Insurance Agency, Inc. The agreement may be terminated by either party at any time, with or without cause or advance notice. Compensation under the agreement is at an amount agreed upon between us and Mr. Walker from time to time, and for a period of two years following the termination of employment, the agreement prohibits Mr. Walker from directly or indirectly soliciting or servicing our clients, or soliciting our employees to leave their employment with us.

In connection with his hiring in 2014, Mr. Watts and the Company entered into an employment agreement with an initial term that ended on February 17, 2017 (the “Term”), pursuant to which, among other things, Mr. Watts: (1) received a stock grant with a grant date fair value of $250,002 that will fully vest five years after the date of grant, subject to certain conditions; (2) received a stock grant with a grant date fair value of $474,991 that fully vested on February 17, 2017 (i.e., three years after the date of grant); and (3) received a stock grant with grant date fair value of $800,020 that may be earned in five years based upon the Company’s achievement of specified performance targets and, if earned, will vest in years six, seven and eight. Following the conclusion of the Term on February 17, 2017, the terms of the employment agreement continued in effect, except that the agreement may now be terminated by either party at any time, with or without cause or advance notice. Compensation under the agreement is at an amount agreed upon between us and Mr. Watts from time to time, and for a period of two years following the termination of employment, the agreement prohibits Mr. Watts from directly or indirectly soliciting or servicing our clients, or soliciting our employees to leave their employment with us.

The above descriptions of our employment agreements with our Named Executive Officers are summaries and are qualified by reference to the copies of such agreements that have been filed as exhibits to our SEC filings as follows:

The Board has adopted policies prohibiting the hedging (as defined below) of our stock by directors, executive officers, and other members of our Senior Leadership Team and prohibiting the pledging of our stock by directors, as well prohibiting the pledging of our stock held pursuant to our stock ownership requirements by our executive officers and other members of our Senior Leadership Team. For the purposes of this policy, “hedging” includes engaging in short sales of Company stock and engaging in hedging transaction in publicly traded options that are based on the trading price of Company stock, such as puts, calls and other derivative securities. Our stock ownership requirements provide that members of the Company’s Senior Leadership Team must accumulate Company stock valued at the following multiples of their base salaries within three years of hire or promotion, and retain such stock until retirement, separation from employment, or removal from one of the categories set forth below:

In addition, each non-employee director is encouraged to accumulate at least $100,000 worth of Company stock within five years of joining the Board, and to retain such stock until after such service as a member of the Board has ceased.

The Board has adopted a policy that provides for the clawback of certain performance-based compensation in the event of a restatement of the Company’s financial results, other than a restatement caused by a change in applicable accounting rules or interpretations. Under the policy, if any performance-based equity or non-equity compensation paid to a current or former officer of the Company in the three years prior to the date of restatement would have been a lower amount had it been calculated based on the restated results, the Board’s Compensation Committee will evaluate recovery of such performance-based equity or non-equity compensation. If a recovery is determined to be appropriate, then the Compensation Committee will seek to recover, for the benefit of the Company and to the extent permitted by applicable law, the after-tax portion of the difference between the previously awarded compensation and the recalculated compensation.

In determining whether to seek recovery under the Company’s clawback policy, the Compensation Committee will take into account such considerations as it deems appropriate, including, without limitation, whether the assertion of a claim may violate applicable law or prejudice the interests of the Company in any related proceeding or investigation, and the likelihood of success under applicable law.

The following table sets forth the compensation received by our Named Executive Officers for services rendered to us in such capacity for the years ended December 31, 2017, 2016 and 2015.

The following table provides information about the range of possible annual incentive cash payouts in respect of 2017 performance, the range of shares that may be earned pursuant to the stock grants made to our Named Executive Officers under our SIP in 2017 and the grant date fair value of these stock grants computed under Statement of Financial Accounting Standards ASC Topic 718 (formerly “SFAS 123(R)”).

		Estimated Future Payouts Under Non-Equity Incentive Plan Awards⁽¹⁾			Estimated Future Payouts Under Equity Incentive Plan Awards⁽²⁾			Grant Date Fair Value of Stock Awards ($)⁽⁵⁾
Name	Grant Date	Threshold ($)⁽³⁾	Target ($)	Maximum ($)⁽⁴⁾	Threshold (#)	Target (#)	Maximum (#)
J. Powell Brown	2/24/17	0	1,400,000	2,800,000
	2/24/17				0	26,071	52,142	1,077,514
	2/24/17				—	8,690	8,690	374,974
R. Andrew Watts	2/24/17	0	525,000	1,050,000
	2/24/17				0	8,690	17,380	359,158
	2/24/17				—	2,896	2,896	124,962
J. Scott Penny	2/24/17	0	800,000	1,600,000
	2/24/17				0	5,561	11,122	229,836
	2/24/17				—	7,414	7,414	79,957
Anthony T. Strianese	2/24/17	0	850,000	1,700,000
	2/24/17				0	8,690	17,380	359,158
	2/24/17				—	2,896	2,896	124,962
Chris L. Walker	2/24/17	0	900,000	1,800,000
	2/24/17				0	8,690	17,380	359,158
	2/24/17				—	2,896	2,896	124,962

As required by Section 953(b) of the Dodd-Frank Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Powell Brown, our President and Chief Executive Officer:

To identify the median of the annual total compensation of all our employees, other than Mr. Powell Brown, as well as to determine the annual total compensation of our median employee and Mr. Powell Brown, we took the following steps:

The Board believes that the approval of the U.K. Sharesave Plan, as amended, will allow continued compensation of the employees of the Company and its subsidiaries based in the United Kingdom in a manner consistent with the compensation of employees based in the U.S., in each case providing appropriate incentives and aligning their interests with those of the Company's shareholders generally.

In order to pass, this Proposal 4 must receive the affirmative vote of a majority of the votes cast on the Proposal. The Board of Directors believes that the approval of Proposal 4 is in the best interests of the Company and its shareholders.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE “FOR” THIS PROPOSAL.

At our Annual Meeting of Shareholders in 2008, our shareholders approved the U.K. Sharesave Plan. The U.K. Sharesave Plan is designed to meet the applicable tax and regulatory provisions in order to provide a tax-favored opportunity for eligible employees in the United Kingdom to purchase shares of Brown & Brown common stock, par value US$.10 per share (“Shares”) that is comparable to the opportunity offered to full-time employees in the United States under our Employee Stock Purchase Plan. The U.K. Sharesave Plan was approved by HM Revenue & Customs, the United Kingdom taxation authority, on June 5, 2008.

On February 26, 2018, the Compensation Committee adopted amendments to the U.K. Sharesave Plan, subject to shareholder approval. These amendments extend the duration of the U.K. Sharesave Plan and reflect recent minor legislative changes. Under the original terms of the U.K. Sharesave Plan, no options could be granted under the U.K. Sharesave Plan after the tenth anniversary of its approval by our shareholders in 2008. To ease the administrative burden and expense associated with the adoption of a new plan, the U.K. Sharesave Plan has been amended to extend the term of the U.K. Sharesave Plan for an additional ten years. The aggregate number of Shares that may be issued under the U.K. Sharesave Plan is one million (1,000,000) Shares. The 2018 amendments to the U.K. Sharesave Plan that are the subject of this Proposal 4 do not increase this authorized Share limit. The Board recommends that shareholders approve the U.K. Sharesave Plan, as amended.

The following summary describes briefly the principal features of the U.K. Sharesave Plan, as amended. This summary is qualified in its entirety by the complete text of the amended U.K. Sharesave Plan, as amended, which is attached to this proxy statement as Appendix A.

Overview. The purpose of the U.K. Sharesave Plan is to provide to eligible employees in the United Kingdom a tax-favored opportunity to purchase Shares that is comparable to the opportunity offered to full-time employees in the United States under our Employee Stock Purchase Plan.

Eligibility. The persons eligible to apply for options under the U.K. Sharesave Plan generally are employees of the Company or any designated subsidiary of the Company who have been continuously employed for thirty (30) days (or for such longer period not exceeding five (5) years as determined by the Compensation Committee) and who are resident and ordinarily resident in the United Kingdom. It is estimated that as of February 26, 2018, there are approximately thirty-seven (37) such eligible employees.

Administration. The U.K. Sharesave Plan is administered by the Compensation Committee. Under the terms of the U.K. Sharesave Plan, eligible employees may be invited to apply for options to purchase Shares, for cash, at a price not less than the higher of the par value of a Share and eighty-five percent (85%) of the Market Value (as defined below) of the Shares at the time of the invitation. For this purpose, the U.K. Sharesave Plan defines "Market Value" as the middle market quotation of a Share on the New York Stock Exchange on the last trading day before the date the invitation to apply for options is issued, or, if the Compensation Committee so decides, the average of the middle market quotations of a Share for the three (3) prior trading days before the invitation date. Options granted under the U.K. Sharesave Plan are not transferable.

Any eligible employee who applies for an option under the U.K. Sharesave Plan must enter into a “save as you earn” contract that satisfies the requirements of applicable United Kingdom tax law (the “Savings Contract”) with an authorized financial institution. In the Savings Contract, the participating employee agrees to make monthly savings by payroll deduction of a fixed amount, not less than GBP(£)5 or generally more than £500 per month, for a three-year savings period, which is the minimum permissible savings period in order for the favorable tax treatment described below to be realized under applicable United Kingdom tax law. In addition, the Savings Contract states whether, for purposes of determining the number of Shares to be under option, the repayment under the Savings Contract will include a three-year bonus, or no bonus. Upon expiration of the Savings Contract, the participating employee will be entitled to a tax-free bonus in addition to repayment of the savings contributions. This bonus is the equivalent of further monthly contributions (in lieu of interest). The number of additional contributions is fixed by reference to a formula and confirmed by the HM Treasury, the United Kingdom economic and finance ministry.

As a general rule, options are only exercisable within six (6) months from the end of the Savings Contract (twelve (12) months in the event of death). Options can only be exercised using the proceeds of the Savings Contract, including the tax-free bonus. Early exercise is permitted if the participating employee’s employment terminates due to disability, death, redundancy, or certain sales of the employing subsidiary. Termination of the participating employee’s employment for any other reason before the end of the Savings Contract results in lapse of the option. The maximum number of Shares that can be acquired on the exercise of an option is the number that can be acquired using the proceeds of the Savings Contract at the time of exercise. If participating employee does not wish to exercise, he or she may receive payment of the proceeds of the Savings Contract, including the tax-free bonus.

If the Company is acquired by another company by tender offer, the acquiring company may agree to allow option holders to exchange options granted under the U.K. Sharesave Plan for new options for shares in the acquiring company or one of its affiliates, so long as the new options and the new shares meet certain requirements under applicable United Kingdom tax law that are intended to ensure that they are equivalent to the old options. The U.K. Sharesave Plan permits the Company’s board of directors to make appropriate adjustments to the number of Shares subject to options and the exercise price of options, to reflect stock splits, reverse stock splits, and other similar events affecting the Shares.

Amendment. The U.K. Sharesave Plan may be amended by the Compensation Committee at any time. However, any “material revision,” as defined in the New York Stock Exchange listed company manual, or any increase in the number of Shares available under the plan, except pursuant to an adjustment described in the preceding paragraph, must be approved by the shareholders of the Company. No amendment that adversely affects a participant’s rights under options already granted may take effect without the consent of the affected participant.

Termination. No options may be granted under the U.K. Sharesave Plan after May 2, 2028. The Compensation Committee may terminate the U.K. Sharesave Plan at any time. If such a termination occurs, no further options will be granted after the termination date, but options granted before that date will continue to be valid.

The U.K. Sharesave Plan is designed to enable option holders to receive favorable tax treatment under the tax laws of the United Kingdom. The following paragraphs provide a brief summary of these tax benefits for the option holder and the employer company respectively. The three-year savings period described above is the minimum permissible period required in order for these tax benefits to be realized under applicable United Kingdom tax law.

For the option holder the principal tax consequences of the U.K. Sharesave Plan are that:

When shares acquired upon exercise of an option are sold, the option holder may be required to pay United Kingdom capital gains tax if the gains exceed exemption amounts specified by applicable tax law. When an option is exercised by a United Kingdom participating employee, the employer company, subject to satisfaction of the requirements of the United Kingdom tax legislation, generally is able to claim United Kingdom corporation tax relief for the difference between the amount paid by the option holder on the exercise of options and the market value of the option Shares on acquisition. This relief is given for the tax period in which the option holder acquires the Shares.

Because the purchase of Shares under the U.K. Sharesave Plan is discretionary with all eligible employees and the valuation of the Shares available for purchase under the U.K. Sharesave Plan occur on future dates, the actual benefits or amounts that may be received by or allocated to eligible employees under the U.K. Sharesave Plan cannot be determined. Therefore, the amount or value of Shares that would be distributable to all employees, or to groups of employees, or to any particular employee, upon exercise of options in the future is not determinable. The options granted under the U.K. Sharesave Plan during 2017, which would not have changed if the amendments that are the subject of this Proposal 4 had been in place, were as follows:

The following table sets forth, as of February 26, 2018, the record date for the Meeting, information as to our common stock beneficially owned by (1) each of our directors, all of whom are director nominees, (2) each Named Executive Officer named in the Summary Compensation Table, (3) all of our directors and current executive officers as a group and (4) any person or entity whom we know to be the beneficial owner of more than five percent of the outstanding shares of our common stock.

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive officers, and persons who own more than ten percent (10%) of our outstanding shares of common stock to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Directors, executive officers and 10% shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file.

Based solely on our review of such reports and written representations from reporting persons, we believe that during 2017, our directors, officers and 10% beneficial owners timely complied with all applicable filing requirements.

These proxy materials are made available to shareholders in connection with the solicitation of proxies by the Board of Directors of Brown & Brown, Inc. to be voted at the Annual Meeting of Shareholders, to be held in the Atlantic Room of The Shores Resort, 2637 South Atlantic Avenue, Daytona Beach, Florida 32118 at 9:00 a.m. (EDT) on Wednesday, May 2, 2018, and at any postponements or adjournments. The close of business on February 26, 2018 has been fixed as the record date for the determination of shareholders entitled to notice of and to vote at the Meeting. At the close of business on the record date, we had outstanding 138,072,531 shares of $0.10 par value common stock, entitled to one vote per share. These proxy materials were first mailed to shareholders of record on March 19, 2017.

As permitted by SEC rules, Brown & Brown, Inc. is making this Proxy Statement and its Annual Report available to its shareholders electronically via the Internet. If you received a Notice by mail, you will not receive a printed copy of the proxy materials in the mail (unless you request them, as described below and explained in the Notice). Instead, the Notice instructs you on how to access and review all of the important information contained in the Proxy Statement and Annual Report. The Notice also instructs you on how you may vote online. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions in the Notice for requesting the materials.

Shares represented by duly executed proxies in the accompanying form that we receive prior to the Meeting will be voted at the Meeting. If you specify in the proxy a choice with respect to any matter to be acted upon, the shares represented by such proxy will be voted as specified. If your proxy card is signed and returned without specifying a vote or an abstention, the shares represented by such proxy will be voted according to the recommendation of the Board of Directors.

The Board of Directors knows of no other matters that may be brought before the Meeting. However, if any other matters are properly presented for action, it is the intention of the named proxies to vote on them according to their best judgment.

If your shares are held in a stock brokerage account, or by a bank or other nominee, you have the right to provide instructions on voting as requested by your broker, bank or nominee. Under the NYSE’s rules, your broker, bank or nominee is permitted to vote your shares on the second proposal concerning the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accountants for the fiscal year ending December 31, 2018 even if your broker, bank or nominee has not been given specific voting instructions as to this matter. Your broker, bank or nominee is not permitted to vote your shares on the first, third or fourth proposals.

After you have returned a proxy, you may revoke it at any time before it is voted by taking one of the following actions: (i) giving written notice of the revocation to our Corporate Secretary at 220 S. Ridgewood Ave., Daytona Beach, Florida 32114, or by email to annualmeeting@bbins.com; (ii) executing and delivering a proxy with a later date; or (iii) voting in person at the Meeting. Votes cast by proxy or in person at the Meeting will be tabulated by Alliance Advisors, LLC, and by one or more inspectors of election appointed at the Meeting, who will also determine whether a quorum is present for the transaction of business. A quorum is present when a majority in interest of all the common stock outstanding is represented by shareholders present in person or by proxy.

Shares of the common stock represented by proxies received by the Company (whether through the return of the enclosed proxy card, by telephone or over the Internet), where the shareholder has specified his or her choice with respect to the proposals described in this Proxy Statement (including the election of directors), will be voted in accordance with the specification(s) so made. If your proxy is properly executed but does not contain voting instructions, or if you vote via telephone or the Internet without indicating how you want to vote with respect to any item, your shares will be voted “FOR” the election of all nominees for the Board of Directors; “FOR” the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2018; “FOR” the advisory vote to approve Named Executive Officer compensation; and “FOR” the approval of the amendment of the 2008 Sharesave Plan.

A valid proxy also gives the individuals named as proxies authority to vote in their discretion when voting the shares on any other matters that are properly presented for action at the Meeting.

If the shares you own are held in “street name” by a broker or other nominee entity and you provide instructions to the broker or nominee as to how to vote your shares, your broker or other nominee entity, as the record holder of your shares, is required to vote your shares according to your instructions. Under the NYSE rules, certain proposals, such as the ratification of the appointment of the Company’s registered public accountants, are considered “routine” matters, and brokers and other nominee entities generally may vote on such matters on behalf of beneficial owners who have not furnished voting instructions. For “non-routine” matters, such as the election of directors, the “say on pay” advisory vote and the approval of an amendment to the 2008 Sharesave Plan, brokers and other nominee entities may not vote unless they have received voting instructions from the beneficial owner. A “broker non-vote” occurs when a broker or other nominee entity does not vote on a particular proposal because it does not have authority under the NYSE rules to vote on that particular proposal without receiving voting instructions from the beneficial owner.

Broker non-votes, as well as properly executed proxies marked “ABSTAIN,” will be counted for purposes of determining whether a quorum is present at the Meeting.

For information regarding the voting standard for Proposal 1, see “Vote Required; Majority Voting; Board Recommendation,” above. In order to pass, each of Proposals 2, 3 and 4 must receive the affirmative vote of a majority of the votes cast on the Proposal. A broker non-vote will not have an effect on these proposals. An abstention will not have an effect on Proposals 1, 2 or 3; however, pursuant to NYSE rules applicable to Proposal 4, an abstention will be considered a “vote cast” and therefore have the effect of a negative vote on the Proposal.

Proxies may be solicited by our officers, directors, and regular supervisory and executive employees, none of whom will receive any additional compensation for their services. Also, Alliance Advisors, LLC may solicit proxies on our behalf at an approximate cost of $8,500, plus reasonable expenses. Such solicitations may be made personally or by mail, facsimile, telephone, messenger or via the Internet. We will pay persons holding shares of common stock in their names or in the names of nominees, but not owning such shares beneficially, such as brokerage houses, banks, and other fiduciaries, for the expense of forwarding solicitation materials to their principals. We will pay all of the costs of solicitation of proxies.

Our executive office is located at 220 South Ridgewood Avenue, Daytona Beach, Florida 32114 (telephone number (386) 252-9601).

Pursuant to applicable requirements of the Securities Exchange Act of 1934, proposals of shareholders intended to be presented at the 2019 Annual Meeting of Shareholders must be received by us no later than November 19, 2018, in order to be considered for inclusion in our Proxy Statement and form of proxy/voting instruction related to that meeting. Such proposals will need to be in writing and comply with SEC regulations regarding the inclusion of shareholder proposals in Company-sponsored proxy materials. In addition, the proxy solicited by the Board of Directors for the 2019 Annual Meeting of Shareholders will confer discretionary authority to vote on any shareholder proposal presented at that Meeting, unless we are provided with written notice of such proposal by February 2, 2019.

In addition, the Company’s By-Laws require that for any shareholder proposal or director nomination to be properly presented at the 2019 Annual Meeting of Shareholders, whether or not also submitted for inclusion in the Company’s proxy statement, the shareholder proposal or director nomination must comply with the requirements set forth in the By-Laws, and the Company must receive written notice of the matter no earlier than January 2, 2019 and no later than February 1, 2019. Each such written notice must contain the information set forth in the By-Laws.

Any shareholder proposals or nominations should be sent to our Corporate Secretary at 220 S. Ridgewood Ave., Daytona Beach, Florida 32114.

Our 2017 Annual Report to Shareholders (the “Annual Report”) accompanies this Proxy Statement. We will provide to any shareholder, upon the written request of such person, a copy of our Annual Report on Form 10-K, including the financial statements and the exhibits thereto, for the fiscal year ended December 31, 2017, as filed with the SEC pursuant to Rule 13a-1 under the Securities Exchange Act of 1934, as amended. Any such request should be directed to Brown & Brown, Inc., 220 S. Ridgewood Ave., Daytona Beach, Florida 32114 Attention: Corporate Secretary. No charge will be made for copies of such Annual Report on Form 10-K; however, a reasonable charge will be made for copies of the exhibits.

Only one copy of this Proxy Statement and the accompanying Annual Report is being delivered to shareholders who share an address, unless we have received contrary instructions from one or more of such shareholders. We will promptly deliver a separate copy of this Proxy Statement and the accompanying Annual Report to any shareholder at a shared address to which a single copy of these documents has been delivered upon our receipt of a written or oral request from that shareholder directed to the address shown above, or to us at (386) 252-9601. Any shareholder sharing a single copy of the Proxy Statement and Annual Report who wishes to receive a separate mailing of these materials in the future, or any shareholders sharing an address and receiving multiple copies of these materials who wish to share a single copy of these documents in the future, should also notify us at the address shown above.

The material referred to in this Proxy Statement under the captions “Compensation Discussion and Analysis,” “Compensation Committee Report” and “Report of the Audit Committee” shall not be deemed soliciting material or otherwise deemed filed, and shall not be deemed to be incorporated by any general statement of incorporation by reference in any filings made under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

This Proxy Statement contains references to Organic Revenue, Organic Revenue growth, Organic Revenue growth – adjusted, Adjusted EBITDAC and Adjusted EBITDAC Margin, which are non-GAAP financial measures. These measures are not in accordance with, or an alternative to the GAAP information provided in the financial statements contained in our Annual Report on Form 10-K. A reconciliation of this non-GAAP financial information to our GAAP information is contained in this Annex A.

Organic Revenue and Organic Revenue growth. We view Organic Revenue and Organic Revenue growth as important indicators when assessing and evaluating our performance on a consolidated basis and for each of our divisions because they allow us to determine a comparable, but non-GAAP, measurement of revenue growth that is associated with the revenue sources that were a part of our business in both the current and prior year and that are expected to continue in the future. We believe that presenting these non-GAAP financial measures allows readers of our financial statements to measure, analyze and compare our consolidated growth, and the growth of each of our divisions, in a meaningful and consistent manner.

Adjusted EBITDAC and Adjusted EBITDAC Margin. We view Adjusted EBITDAC and Adjusted EBITDAC Margin as an important indicators when assessing and evaluating our performance because it allows us to determine a comparable, but non-GAAP, measurement of our operating margins in a meaningful and consistent manner.

We present such non-GAAP supplemental financial information, as we believe such information provides additional meaningful methods of evaluating certain aspects of our operating performance from period to period on a basis that may not be otherwise apparent on a GAAP basis. Our industry peers may provide similar supplemental non-GAAP information with respect to one or more of these measures, although they may not use the same or comparable terminology and may not make identical adjustments. This supplemental financial information should be considered in addition to, not in lieu of, our Consolidated Financial Statements.

The reconciliation of total commissions and fees, included in the Consolidated Statement of Income, to Organic Revenue for the years ended December 31, 2017 and 2016, is as follows:

The growth rates for Organic Revenue, which is a non-GAAP financial measure, for the year ended December 31, 2017 by division, are as follows:

The reconciliation of total commissions and fees, included in the Consolidated Statement of Income, to Organic Revenue for the years ended December 31, 2016, and 2015, is as follows:

The growth rates for Organic Revenue, which is a non-GAAP financial measure, for the year ended December 31, 2016, by division, are as follows:

National Programs Division Organic Revenue growth was adjusted to (i) exclude the impact of certain offices within the National Programs Division for which Chris L. Walker, Executive Vice President and President – National Programs Division, did not have responsibility in 2017, (ii) to include the impact of certain offices within the Services Division for which Mr. Walker did have responsibility in 2017 (collectively, the “Office-Based Adjustments”), and (iii) to exclude the impact of claims revenue in 2016 related to catastrophic weather events (the “CAT Revenue Adjustment”), which the Compensation Committee determined was necessary to provide a realistic comparison for Organic Revenue growth in 2017. The growth rate for National Programs Division Organic Revenue - adjusted, which is a non-GAAP financial measure, for the year ended December 31, 2017, is as follows:

Reconciliation of Income Before Income Taxes Margin to Adjusted EBITDAC Margin and Reconciliation of Income Before Income Taxes to Adjusted EBITDAC

The reconciliation of income before income taxes, included in the Consolidated Statement of Income, to Adjusted EBITDAC Margin for the years ended December 31, 2017, and 2016, and the reconciliation of Income Before Income Taxes, included in the Consolidated Statement of Income, to Adjusted EBITDAC for the years ended December 31, 2017 and 2016 is as follows:

Adopted by the Shareholders of the Company on 30 April 2008 [and amended and renewed by the Shareholders of the Company on _______]

THIS PROXY IS BEING SOLICITED BY THE BOARD OF DIRECTORS FOR
THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 2, 2018, 9:00 A.M. (EDT)

The undersigned hereby appoints Robert W. Lloyd and R. Andrew Watts and each of them as proxies with full power of substitution, with all the powers the undersigned would possess if personally present, to vote all shares of Common Stock of Brown & Brown, Inc. which the undersigned is entitled to vote at the Annual Meeting of Shareholders and any adjournment(s) thereof.

The Shores Resort, Atlantic Room, 2637 South Atlantic Avenue, Daytona Beach, Florida 32118

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:
The Notice of Meeting, Proxy Statement and Annual Report to Shareholders
are available at www.viewproxy.com/bbinsurance/2018

(Instructions: To withhold authority to vote for any indicated nominee, mark “FOR ALL EXCEPT” and write the number(s) of the nominee(s) in the box provided to the right.)

2.	To ratify the appointment of Deloitte & Touche LLP as Brown & Brown, Inc.’s independent registered public accountants for the fiscal year ending December 31, 2018.
☐ FOR ☐ AGAINST ☐ ABSTAIN


3.	To approve, on an advisory basis, the compensation of named executive officers.
☐ FOR ☐ AGAINST ☐ ABSTAIN

Address Change/Comments: (If you noted any Address Changes and/or Comments above, please mark box.) ☐		Please indicate if you plan to attend the Annual Meeting ☐

	CONTROL NUMBER



4.	To approve an amendment to Brown & Brown, Inc.’s 2008 Sharesave Plan.
☐ FOR ☐ AGAINST ☐ ABSTAIN

In their discretion the Proxies are authorized to vote upon such other business as may properly come before the Annual Meeting or any adjournment(s) thereof.

Persons who do not indicate attendance at the Annual Meeting on this proxy card may be required to present proof of stock ownership to attend. This proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this proxy will be voted FOR the election of all of the director nominees listed on this proxy card and FOR Proposals 2, 3, and 4.


Date

Signature

Signature
(Joint Owners)


Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.

Please have your 11-digit control number ready when voting by Internet or Telephone

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☐		Soliciting Material Under Rule 14a-12

PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
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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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Wendell S. Reilly	J. Powell Brown
Lead Independent Director	President and Chief Executive Officer

1	To elect twelve (12) nominees to the Company’s Board of Directors;
2	To ratify the appointment of Deloitte & Touche LLP as Brown & Brown, Inc.’s independent registered public accountants for the fiscal year ending December 31, 2018;
3	To approve, on an advisory basis, the compensation of named executive officers;
4	To approve an amendment to the Company’s 2008 Sharesave Plan; and
5	To transact such other business as may properly come before the meeting or any adjournment thereof.

3		Message from Our President and CEO and Our Lead Independent Director
4		Notice of Annual Meeting of Shareholders
6		Proxy Summary
9		Board and Corporate Governance Matters
9		Proposal 1—Election of 12 Directors
10		Director Nominees
17		The Board’s Role and Responsibilities
20		Board Structure and Process
21		Meetings and Attendance
21		Director Compensation
23		Audit Matters
23		Proposal 2—Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accountants
24		Report of the Audit Committee
25		Information Concerning Independent Registered Public Accountants
25		Fees Paid to Deloitte & Touche LLP
25		Audit Committee Policy for Pre-Approval of Independent Registered Public Accountant Services
26		Compensation Matters
26		Proposal 3—Advisory Vote to Approve Named Executive Officer Compensation
27		Compensation Committee Report
28		Compensation Discussion and Analysis
28		Executive Summary
29		Our Compensation Philosophy
29		Compensation Components
31		How We Set Compensation
33		2017 Compensation
39		2018 Compensation
40		Other Compensation
42		Employment and Deferred Compensation Arrangements
43		Hedging and Pledging Policies; Stock Ownership Requirements; Clawback Policy
45		Executive Compensation Tables
51		Pay Ratio
52		Proposal 4—An Amendment to the Company’s 2008 Sharesave Plan
52		Description of the U.K. Sharesave Plan, as Amended
54		Tax Information
54		Plan Benefits
55		Other Important Information
55		Security Ownership of Management and Certain Beneficial Owners
56		Section 16(a) Beneficial Ownership Reporting Compliance
56		Annual Meeting and Proxy Solicitation Information
57		Notice of Internet Delivery
57		Voting Your Shares; Required Votes
58		Proposals of Shareholders
59		Other Matters
60		Annex A—Information Regarding Non-GAAP Measures
63		Appendix A—Brown & Brown, Inc. 2008 ShareSave Plan

Proposals	Recommendation	Page
Election of Directors	FOR each nominee	9
Ratification of the Appointment of Deloitte & Touche LLP	FOR	23
Advisory Vote to Approve Executive Compensation	FOR	26
Approval of Amendment to the Company’s 2008 Sharesave Plan	FOR	52

⁽¹⁾	Ms. Jennings previously served on our Board of Directors from 1999 until April 2003.
**	Denotes Lead Independent Director

Shareholder Rights	✓	Annual election of directors
	✓	Majority voting for directors, with director resignation policy
Board Independence	✓	Strong role for Lead Independent Director
	✓	10 of 12 directors are independent
	✓	Periodic rotation of committee members, committee chairs, and Lead Independent Director
	✓	Executive sessions at every in-person Board meeting and telephonically, when necessary
Good Governance	✓	Strong anti-hedging and anti-pledging provisions
	✓	Annual Board and committee self-evaluations
	✓	Strong stock ownership guidelines
	✓	Robust clawback policy
	✓	Committee meetings generally open to, and attended by, all directors

	2017 Performance		2016 Performance
Revenues	$1.881 billion		$1.767 billion
Net income	$400 million		$257 million
Earnings per share	$2.81	⁽¹⁾	$1.82
Company total commissions and fees growth	5.4%		6.4%
Retail Division total commissions and fees growth	2.8%		5.7%
National Programs Division total commissions and fees growth	7.0%		4.5%
Wholesale Brokerage Division total commissions and fees growth	11.7%		12.1%
Services Division total commissions and fees growth	5.8%		7.4%
Company Organic Revenue⁽²⁾growth	4.4%		3.0%
Retail Division Organic Revenue⁽¹⁾growth	2.9%		1.9%
National Programs Division Organic Revenue⁽²⁾growth	6.1%		4.2%
National Programs Division Organic Revenue⁽²⁾growth - adjusted⁽³⁾	8.5%		—
Wholesale Brokerage Division Organic Revenue⁽²⁾growth	6.6%		4.3%
Services Division Organic Revenue⁽¹⁾growth	5.1%		3.8%
Income before income taxes margin⁽⁴⁾	23.9%		24.0%
Adjusted EBITDAC Margin⁽²⁾	31.8%		32.7%

24th consecutive annual dividend increase, returning approximately $78 million to shareholders through dividends
Eleven strategic agency acquisitions with aggregate annual revenues of approximately $17.5 million
Continued technology improvements to support further growth

⁽¹⁾	Earnings per share includes $0.85 driven by the impact of the legislation that was originally introduced as the Tax Cut and Jobs Act of 2017.
⁽²⁾	See Annex A for additional information regarding Organic Revenue, Organic Revenue growth and Adjusted EBITDAC Margin, which are non-GAAP financial measures, including a reconciliation to the most closely comparable GAAP financial measure.
⁽³⁾	National Programs Division Organic Revenue growth was adjusted to (i) exclude the impact of certain offices within the National Programs Division for which Chris L. Walker, Executive Vice President and President – National Programs Division, did not have responsibility in 2017, (ii) to include the impact of certain offices within the Services Division for which Mr. Walker did have responsibility in 2017, and (iii) to exclude the impact of claims revenue in 2016 related to catastrophic weather events, which the Compensation Committee determined was necessary to provide a realistic comparison for Organic Revenue growth in 2017. See Annex A for additional information regarding National Programs Division Organic Revenue growth - adjusted, which is a non-GAAP financial measure, including a reconciliation to the most closely comparable GAAP financial measure.
⁽⁴⁾	Income before income taxes margin is calculated as the Company’s income before income taxes, as reported, divided by total revenues, as reported.

●	The Board considered the relationships described below in “Relationships and Transactions with Affiliated Parties.”
●	In each case, the Board considered the fact that from time to time, in the ordinary course of business and on usual commercial terms, we and our subsidiaries may provide services in our capacities as insurance intermediaries to various directors of the Company, and to entities in which various directors of the Company have direct or indirect interests.
●	In the case of Mr. Main, the Board considered the fact that Mr. Main is the Chairman of Global Financial Institutions Group at Barclays Plc. The Board considered that (i) Mr. Main’s ownership interest in Barclays does not exceed ten percent, and he is not an executive officer of Barclays; (ii) there are no existing projects or transactions between Barclays’ investment banking division (i.e., the division in which Mr. Main holds his position) and the Company; (iii) in his role at Barclays, Mr. Main (a) is not permitted to cover the insurance brokerage sector, (b) is required to recuse himself from any conversations with clients or Barclays employees regarding the insurance business sector, (c) is prohibited from appearing as the coverage person for the Company on any Barclays books, records, or systems, and may not supervise any activity in relation to the Company or the insurance brokerage sector generally, (d) is prohibited from selling the Company’s common stock while it is on Barclays’ “watch” or “restricted” list, except in accordance with Barclays’ personal investment policy; and (iv) during each of 2015, 2016 and 2017, the interest amounts the Company paid to Barclays in connection with the Company’s borrowings from Barclays were less than one percent of the Company’s annual revenue, and less than one percent of Barclays’s annual revenue.
●	In the case of Messrs. Currey and Hoepner, the Board considered the fact that these two directors are investors in a bank holding company in which Messrs. Hyatt Brown and Powell Brown also are investors, in which a checking account with a balance of approximately $3 million was maintained by the Company in 2017 and for which a subsidiary of the Company provides insurance services and concluded that the investment, which in the aggregate comprised less than five percent of the outstanding stock of the bank holding company, was not material.


Members James S. Hunt (Chair) Hugh M. Brown Theodore J. Hoepner Toni Jennings Six Meetings Held in 2017	The Audit Committee is composed of independent directors as defined in the NYSE listed company manual and includes two audit committee financial experts, Theodore J. Hoepner and James S. Hunt, among its members. The duties of the Audit Committee are to recommend to the Board of Directors the selection of independent registered public accountants, to meet with our independent registered public accountants to review and discuss the scope and results of the annual audit, and to consider various accounting and auditing matters related to the Company, including our system of internal controls and financial management practices.


Members Toni Jennings (Chair), Samuel P. Bell, III Theodore J. Hoepner James S. Hunt H. Palmer Proctor, Jr. Six Meetings Held in 2017	Each member of the Compensation Committee is independent as defined in the NYSE listed company manual. The Compensation Committee sets the compensation for our Chief Executive Officer, and reviews and approves the compensation for our other executive officers, including the Named Executive Officers. See “Executive Compensation - Compensation Committee Report” and “Compensation Discussion and Analysis.” The Compensation Committee also reviews and makes recommendations with respect to our existing and proposed compensation plans, and is responsible for administering our 1990 Employee Stock Purchase Plan, our 2008 Sharesave Plan our Performance Stock Plan (“PSP”), which was suspended in April 2010, our ISO Plan, which expired December 31, 2008, and our 2010 Stock Incentive Plan. The Compensation Committee is authorized by its charter to form and delegate authority to subcommittees when appropriate.


Members Wendell S. Reilly (Chair) Hugh M. Brown Bradley Currey, Jr. Chilton D. Varner Five Meetings Held in 2017	Each member of the Nominating/Corporate Governance Committee is independent as defined in the NYSE listed company manual. This Committee’s duties include responsibilities associated with corporate governance, as well as the nomination of persons to stand for election to the Board at our Annual Meeting of Shareholders and recommendation of nominees to the Board of Directors to fill vacancies on, or as additions to, the Board.

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)	All Other Compensation ($)		Total ($)
Samuel P. Bell, III	80,000	49,985	—		129,985
Hugh M. Brown	80,000	49,985	—		129,985
J. Hyatt Brown	—	—	213,352	⁽¹⁾	213,352
Bradley Currey, Jr.	80,000	49,985	—		129,985
Theodore J. Hoepner	80,000	49,985	—		129,985
James S. Hunt	85,000	49,985	—		135,985
Toni Jennings	83,000	49,985	—		132,985
Timothy R.M. Main	80,000	49,985	—		129,985
H. Palmer Proctor, Jr.	83,000	49,985	—		132,985
Wendell S. Reilly	83,000	49,985	—		132,985
Chilton D. Varner	80,000	49,985	—		129,985

●	An increase to the size of the annual grant of fully vested common stock under our SIP from $50,000 to $70,000;
●	An increase to the annual cash retainers for the Chair from the Audit Committee from $5,000 to $10,000, for the Chair of the Compensation Committee from $3,000 to $10,000, and for the Chairs of the Nominating/Corporate Governance and Acquisition Committees from $3,000 to $6,000; and
●	Elimination of the additional meeting fees for meetings attended by a director in excess of 12.

1.	has reviewed and discussed the Company’s audited financial statements with management and the independent registered public accountants;
2.	has discussed with the independent registered public accountants of the Company the matters required to be discussed by the standards of the Public Company Accounting Oversight Board, including those described in Auditing Standard No. 16, Communications with Audit Committees;
3.	has received and reviewed the written disclosures and the letter from the independent registered public accountants required by the applicable requirements of the Public Company Accounting Oversight Board (United States) regarding the independent registered public accountants’ communications with the Audit Committee concerning independence, and has discussed with the independent registered public accountants the independent registered public accountants’ independence; and
4.	based on the review and discussions with management and the independent registered public accountants referenced above, recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, for filing with the Securities and Exchange Commission.

	2016		2017
Audit Fees:⁽¹⁾	$1,647,468		$2,080,557
Audit-Related Fees:⁽²⁾	$3,501	⁽³⁾	$0
Tax Fees:⁽⁴⁾	$0		$0
All Other Fees:⁽⁵⁾	$0		$0
Total:	$1,650,969		$2,080,557

⁽¹⁾	Audit Fees were the aggregate fees billed to us by Deloitte & Touche LLP for professional audit services rendered for the audit of our annual financial statements, the review of financial statements included in our Forms 10-Q and the audit of our internal control over financial reporting for the fiscal years ended December 31, 2017 and 2016, including any out-of-pocket expense.
⁽²⁾	Audit-Related Fees were the fees billed to us by Deloitte & Touche LLP for assurance and related services reasonably related to the performance of the audit or review of our financial statements that are not reported above under the caption “Audit Fees” for the fiscal year ended December 31, 2016. Deloitte & Touche LLP did not provide any such services during the fiscal year ended December 31, 2017.
⁽³⁾	These fees were billed primarily in connection with the sale of the Company’s Colonial Claims business.
⁽⁴⁾	Tax Fees are fees for tax compliance, tax advice and tax planning for the fiscal years ended December 31, 2017 or 2016. Deloitte & Touche LLP did not provide any such services during the period.
⁽⁵⁾	Deloitte & Touche LLP did not provide any “other services” during the period.

	Financial Performance Measures				Personal Objectives
Executive Officer	Weighting	Measure	Weighting	Measure	Weighting	Measure
J. Powell Brown R. Andrew Watts J. Scott Penny	40%	Company Organic Revenue growth⁽¹⁾	40%	Adjusted EBITDAC Margin⁽¹⁾(applicable to all Named Executive Officers)	20%	Personal objectives established for each Named Executive Officer⁽³⁾
Anthony T. Strianese	40%	Wholesale Brokerage Division Organic Revenue growth⁽¹⁾
Chris L. Walker	40%	National Programs Division Organic Revenue growth - adjusted⁽²⁾

●	Our expectation that insurance premium rates would remain constant or otherwise decline in 2017, making it more difficult for our businesses to grow revenues;
●	Our expectation that “insurable exposure units,” which are units that insurance companies use to measure or express insurance exposed to risk (such as property values, sales and payroll levels) to determine what premium to charge the insured, would increase only slightly in 2017, facilitating only moderate revenue growth for some of our businesses;
●	Our planned investments during 2017 in technology, hiring new teammates, expanding our capabilities, and developing new product lines, along with the expected impact of such investments on our operating margins;
●	The anticipated impact of our Retail Division’s performance incentive plan introduced in 2017 on the revenue growth of our businesses and our operating margins; and
●	The anticipated negative impact on our 2017 revenues resulting from certain changes in our carrier partners for some of the programs within our National Programs Division.

COMPANY ORGANIC REVENUE GROWTH PAYOUT PERCENTAGE		WHOLESALE BROKERAGE DIVISION ORGANIC REVENUE GROWTH PAYOUT PERCENTAGE


NATIONAL PROGRAMS DIVISION ORGANIC REVENUE GROWTH - ADJUSTED PAYOUT PERCENTAGE		ADJUSTED EBITDAC MARGIN PAYOUT PERCENTAGE

Financial Performance Measure	Target		Actual		Percentage of Target Performance		Payout Percentage
Adjusted EBITDAC Margin	31.80	%	31.85	%⁽¹⁾	—		101.2	%
Company Organic Revenue growth	2.4	%	4.4	%	183.3	%	193.3	%
Wholesale Brokerage Division Organic Revenue growth	4.5	%	6.6	%	146.7	%	169.4	%
National Programs Division Organic Revenue growth - adjusted	1.0	%	8.5	%	850.0	%	200.0	%

⁽¹⁾	In calculating the Company’s Adjusted EBITDAC Margin, the Committee did not exclude the impact of any gains or losses on sales of books of business because the Committee determined that such an adjustment would have had a de minimis impact on the calculation of the 2017 cash incentive amounts. In calculating the Company’s Adjusted EBITDAC Margin, the Committee did, however, exclude fifty percent (50%) of the impact of the $20.0 million legal settlement with AssuredPartners, Inc. in the first quarter of 2017, net of associated legal costs (the “AssuredPartners Settlement”). In making this determination, the Committee balanced the one-time nature of the AssuredPartners Settlement against the following factors:

	●	That the executive officer cash incentive amounts for 2016 and 2017 were negatively impacted by (i) the loss of business to AssuredPartners, Inc. in 2016, which had decreased the Company’s revenues and Adjusted EBITDAC Margin and had served as the basis for the underlying lawsuit brought by the Company against AssuredPartners, Inc., and (ii) additional compensation expense, which decreased the Company’s 2017 Adjusted EBITDAC Margin, related to the Company’s decision to pay bonuses to certain offices where revenues and operating profit had been negatively impacted by the loss of business to AssuredPartners, Inc., which the Company determined was beyond the control of those offices;
	●	That the Company’s management had skillfully and strategically negotiated the AssuredPartners Settlement in the Company’s favor; and
	●	That the aggregate increase to the 2017 cash incentives for all executive officers as a result of excluding 50% of the impact of the AssuredPartners Settlement, as compared to excluding the full impact of the AssuredPartners Settlement, was $208,000, allowing the Company’s shareholders and its executive officers to share the benefit of the AssuredPartners Settlement.

Name		Personal Objectives		Personal Objective Portion of 2017 Cash Incentive (0-200% of Target)
J. Powell Brown		●contribution to improving teammate retention ●contribution to recruiting more leaders and insurance producers for the Company’s employee benefits insurance businesses ●further improvement of relationships with the Company’s top carrier partners in the Retail Division ●contribution to improving customer retention ●Improved delegation of responsibilities and duties to other leaders within the Company ●contribution to increasing the number of advancing insurance producers within the Retail Division by at least 5% ●contribution to sourcing culturally compatible acquisition candidates, particularly for fold-in acquisitions, that would be expected to yield appropriate financial returns ●contribution to exceeding the Company’s annual plan related to revenues, earnings per share, organic revenue growth and EBITDAC margin ●contribution to organic revenue growth in the middle-market segment of the Company’s Retail Division		125%

Name	Personal Objectives	Personal Objective Portion of 2017 Cash Incentive (0-200% of Target)
R. Andrew Watts	●management of the Company’s information technology budget with the goal to reduce ongoing expenditures by at least $5 million, excluding the Company’s planned investment in 2017 in technology ●further development of the Company’s finance and technology talent ●engagement on at least a quarterly basis with members of the Senior Leadership Team regarding financial performance and linkage to their compensation ●delivery of the Company’s technology strategy, analytics, and efficiencies ●contribution to monitoring and helping drive delivery of the Company’s performance of its annual plan related to revenues and earnings per share	200%
J. Scott Penny	●continued development of the current acquisition resource team ●contribution to sourcing culturally compatible stand-alone and fold-in acquisition candidates that would be expected to yield appropriate financial returns ●further development and implementation of the Company’s process for integrating new acquisitions ●enhancement of offerings and market penetration of the Company’s Wright Flood operations ●further improvement of relationships with the Company’s top carrier partners ●contribution to the Company’s performance of its annual plan related to revenues and earnings per share	100%
Anthony T. Strianese	●further development of leadership and other talent within the Wholesale Brokerage Division ●contribution to development of specialty products and offerings within the Wholesale Brokerage Division ●contribution to increasing the number of advancing insurance brokers within the Wholesale Brokerage Division by at least 5% ●management of the Wholesale Brokerage Division’s portfolio of businesses based upon growth and profitability ●contribution to sourcing culturally compatible acquisition candidates that would be expected to yield appropriate financial returns ●contribution to exceeding the Wholesale Brokerage Division’s performance of its annual plan related to revenues and pre-tax income	163%
Chris L. Walker	●further development of leadership and other talent within the National Programs Division ●contribution to the transition of Arrowhead General Insurance Agency as the program administrator for QBE North America’s small commercial insurance portfolio ●contribution to management and transition of carrier partner replacements for certain of insurance programs within our National Programs Division ●management of the National Programs Division’s portfolio of businesses based upon growth and profitability ●contribution to sourcing culturally compatible acquisition candidates that would be expected to yield appropriate financial returns ●contribution to exceeding the National Program’s Division’s performance of its annual plan related to revenues and pre-tax income	100%

Executive Officer	2017 Aggregate Target Cash Incentive Amount	Organic Revenue Growth Payout Amount	Adjusted EBITDAC Margin Payout Amount	Personal Objective Payout Amount	Total 2017 Cash Incentive Payout Amount⁽¹⁾	Payout vs. Target Cash Incentive Amount
J. Powell Brown	$1,400,000	$1,082,874	$566,677	$350,000	$2,000,000	142.9%
R. Andrew Watts	$525,000	$405,991	$212,504	$210,000	$829,000	157.9%
J. Scott Penny	$800,000	$618,834	$323,815	$160,000	$1,103,000	137.9%
Anthony T. Strianese	$850,000	$578,156	$344,054	$277,789	$1,200,000	141.2%
Chris L. Walker	$900,000	$720,219	$364,292	$180,000	$1,265,000	140.6%

Terms		Rationale
75% of shares granted to each executive officer as a Performance Stock Award (“PSA”) that vest based on performance (over a three-year period) and time (over a five-year period from the date of grant); 25% of shares granted to each executive officer as a Restricted Stock Award (“RSA”) that vest on time only (over a five-year period from the date of grant)		Tying a majority of our equity awards to pre-established corporate financial objectives which drive long-term shareholder returns should more closely align the long-term interests of our executive officers and our shareholders
Vesting of PSA shares tied to increases in the Company’s Average Organic Sales Growth (as defined in the applicable award agreement) and compound annual growth rate of the Company’s cumulative earnings per share, excluding any impact for changes in acquisition earn-out liabilities, in each case measured over a three-year period beginning January 1, 2017		Average Organic Sales Growth and cumulative earnings per share are easily understandable, directly influenced by our executive officers and are intended to drive our long-term shareholder value
PSAs granted to our executive officers contemplate a minimum payout of 0% and a maximum payout of 200% based upon the level of performance of each performance condition during the three-year measurement period		Payouts for above-target performance motivate our executive officers to overperform; recognition of performance that may be less than target

Terms		Rationale
PSAs are subject to both performance-based and time-based vesting conditions. In addition to the performance conditions described above, PSAs granted in February 2017 are subject to an additional time-based, cliff vesting condition requiring five years of continuous employment from the date of grant		A combination of performance- and time-based vesting conditions is intended to achieve a strong alignment between pay and performance, and incentivize the long-term retention of our executive officers and key employees
RSAs are subject to a cliff vesting condition requiring five years of continuous employment from the date of grant; RSA recipients acquired voting and dividend rights at the time of grant, but cannot dispose of the shares		Equity awards with time-based vesting conditions continue to operate as a complement to our traditional equity awards characterized by both performance-based and time-based vesting conditions to further incentivize and reward key personnel; continued inclusion of a longer-term equity award (e.g., five years) helps attract, motivate and retain individuals whose performance drives our results

Executive Officer	2017 Performance Stock Award (75%)		2017 Restricted Stock Award (25%)		Total 2017 Long-Term Equity Incentive Awards (100%)		Total 2016 Long-Term Equity Incentive Awards		Change
J. Powell Brown	$	1,125,000	$	375,000	$	1,500,000	$	1,250,000	$	250,000	⁽¹⁾
R. Andrew Watts	$	375,000	$	125,000	$	500,000	$	500,000		—
J. Scott Penny	$	240,000	$	80,000	$	320,000	$	320,000		—
Anthony T. Strianese	$	375,000	$	125,000	$	500,000	$	500,000		—
Chris L. Walker	$	375,000	$	125,000	$	500,000	$	500,000		—

Executive Officer	2017 Target Cash Incentive Amount		2018 Target Cash Incentive Amount		Change
J. Powell Brown	$	1,400,000	$	1,400,000		—
R. Andrew Watts	$	525,000	$	625,000	$	100,000	⁽¹⁾
J. Scott Penny	$	800,000	$	800,000		—
Anthony T. Strianese	$	850,000	$	850,000		—
Chris L. Walker	$	900,000	$	900,000		—

Executive Officer	2018 Performance Stock Award (75%)		2018 Restricted Stock Award (25%)		Total 2018 Long-Term Equity Incentive Awards (100%)		Total 2017 Long-Term Equity Incentive Awards		Change
J. Powell Brown	$	1,500,000	$	500,000	$	2,000,000	$	1,500,000	$	500,000	⁽¹⁾
R. Andrew Watts	$	450,000	$	150,000	$	600,000	$	500,000	$	100,000	⁽²⁾
J. Scott Penny	$	240,000	$	80,000	$	320,000	$	320,000		—
Anthony T. Strianese	$	375,000	$	125,000	$	500,000	$	500,000		—
Chris L. Walker	$	375,000	$	125,000	$	500,000	$	500,000		—

●	With respect to Messrs. Powell Brown, Penny and Strianese, Exhibit 10.2 to Form 10-Q for the quarter ended September 30, 2014;
●	With respect to Mr. Watts, Exhibit 10.2 to Form 10-Q for the quarter ended March 31, 2014; and
●	With respect to Mr. Walker, Exhibit 10.1 to Form 10-Q for the quarter ended March 31, 2013.

Attract and Retain

Compensate for Performance

Create a Common Interest

High-quality people that are crucial to both the short-term and long-term success of the Company

Linked to our strategic objectives through the use of incentive compensation programs

Between our executive officers and shareholders through compensation structures that promote the sharing of the rewards and risks of strategic decision-making