0001209191-23-007000.txt : 20230203 0001209191-23-007000.hdr.sgml : 20230203 20230203170127 ACCESSION NUMBER: 0001209191-23-007000 CONFORMED SUBMISSION TYPE: 5 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20221231 FILED AS OF DATE: 20230203 DATE AS OF CHANGE: 20230203 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BROWN J POWELL CENTRAL INDEX KEY: 0001208478 FILING VALUES: FORM TYPE: 5 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13619 FILM NUMBER: 23587004 MAIL ADDRESS: STREET 1: 300 N. BEACH STREET CITY: DAYTONA BEACH STATE: FL ZIP: 32114 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BROWN & BROWN, INC. CENTRAL INDEX KEY: 0000079282 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 590864469 STATE OF INCORPORATION: FL FISCAL YEAR END: 0119 BUSINESS ADDRESS: STREET 1: 300 N. BEACH STREET CITY: DAYTONA BEACH STATE: FL ZIP: 32114 BUSINESS PHONE: 386-252-9601 MAIL ADDRESS: STREET 1: 300 N. BEACH STREET CITY: DAYTONA BEACH STATE: FL ZIP: 32114 FORMER COMPANY: FORMER CONFORMED NAME: BROWN & BROWN, INC DATE OF NAME CHANGE: 20171108 FORMER COMPANY: FORMER CONFORMED NAME: BROWN & BROWN INC DATE OF NAME CHANGE: 19990623 FORMER COMPANY: FORMER CONFORMED NAME: POE & BROWN INC DATE OF NAME CHANGE: 19930827 5 1 doc5.xml FORM 5 SUBMISSION X0306 5 2022-12-31 0 0 0 0000079282 BROWN & BROWN, INC. BRO 0001208478 BROWN J POWELL 300 N. BEACH STREET DAYTONA BEACH FL 32114 1 1 0 0 President and CEO Common Stock, $.10 par value 2022-12-15 5 G 0 550 0.00 A 2592559 D Common Stock, $.10 par value 2022-12-30 5 G 0 182671 0.00 D 2201877 I Charitable Lead Annuity Trust Common Stock, $.10 par value 2022-12-30 5 G 0 1683 0.00 D 2592559 D Common Stock, $.10 par value 2022-12-30 5 G 0 1683 0.00 A 32241 I Children Common Stock, $.10 par value (PSP) 70960 D Common Stock, $.10 par value (2019 SIP) 43039 D Common Stock, $.10 par value (2010 SIP) 526413 D Common Stock, $.10 par value 41847 I 401k A total of 460 of these shares were acquired through the Company's Employee Stock Purchase Plan in July 2022. Number of shares may vary due to dividend reinvestment. These shares are held by the James Hyatt Brown Nongrantor Charitable Lead Annuity Trust, of which the Reporting Person is a trustee and a remainder beneficiary. Reporting person disclaims beneficial ownership of securities owned by children who share the Reporting person's household. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for the purpose of Section 16 or for any other purpose. These securities were granted pursuant to the Company's Performance Stock Plan ("PSP"). Based on the satisfaction of conditions established pursuant to the PSP, the Reporting Person has voting rights and dividend entitlement with respect to these shares based on the satisfaction of certain performance-based criteria, but full ownership will not vest until the satisfaction of additional conditions. These securities were granted pursuant to the Company's 2019 Stock Incentive Plan ("2019 SIP"). The Reporting Person has voting rights and dividend entitlement with respect to these shares, but full ownership will not vest until the satisfaction of service-based conditions. These securities were granted pursuant to the Company's 2010 Stock Incentive Plan ("2010 SIP"). The Reporting Person has voting rights and dividend entitlement with respect to these shares, but full ownership will not vest until the satisfaction of service-based conditions. Based upon information supplied by the plan record keeper as of December 31, 2022. Number of shares varies periodically based on contributions to plan. /s/ J. Powell Brown 2023-02-03 EX-24 2 poa.txt POA DOCUMENT LIMITED POWER OF ATTORNEY This Limited Power-of-Attorney (the "Statement") confirms that the undersigned, J. Powell Brown (the "Insider"), has authorized and designated, and hereby makes, constitutes and appoints, David B. Lotz, Linnette Ramirez, and Anthony M. Robinson, and each of them or either of them acting singly, and with full power of substitution and re- substitution, the Insider's true and lawful attorney-in-fact (each of the foregoing and their substitutes is referred to as an "Authorized Signer") with full power to act for the Insider and in the Insider's name, place and stead, in any and all capacities, to (1) prepare, execute, submit to and file with the Securities and Exchange Commission ("SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the Insider to make electronic filings with the SEC of reports required or considered by the Authorized Signer to be advisable under Section 13 or Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act") or any rule or regulation of the SEC; (2) prepare, execute submit to and file with the SEC, Brown & Brown, Inc. (the "Company"), and/or any national securities exchange on which the Company's securities are listed any and all reports (including any amendments thereto) the Insider is required to file with the SEC, or which the Authorized Signer considers it advisable to file with the SEC, under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder, or under Rule 144 under the Securities Act of 1933 ("Rule 144"), with respect to the any security of the Company, including any and all Forms 3, 4 and 5 (including any amendments thereto) ; and (3) obtain, as the Insider's representative and on the Insider's behalf, information regarding transactions in the Company's equity securities from any third party, including the Company and any brokers, dealers, employee benefit plan administrators and trustees, and the Insider hereby authorizes any such third party to release any such information to the Authorized Signer. The Insider acknowledges that: (a) this Statement authorizes, but does not require, the Authorized Signer to act in his or her discretion on information provided to such Authorized Signer without independent verification of such information; (b) any documents prepared or executed by the Authorized Signer on behalf of the Insider pursuant to this Statement will be in such form and will contain such information as the Authorized Signer, in his or her discretion, deems necessary or desirable; (c) neither the Company nor the Authorized Signer assumes any liability for the Insider's responsibility to comply with the requirements of Section 13 or Section 16 of the Exchange Act or Rule 144, any liability of the Insider for any failure to comply with such requirements, or any liability of the Insider for disgorgement of profits under Section 16(b) of the Exchange Act; and (d) this Statement does not relieve the Insider from responsibility for compliance with the Insider's obligations under Section 13 or Section 16 of the Exchange Act, including, without limitation, the reporting requirements under Section 13 or Section 16 of the Exchange Act. The Insider hereby grants to the Authorized Signer full power and authority to do and perform each and every act and thing requisite, necessary or advisable to be done in connection with the foregoing, as fully, to all intents and purposes, as the Insider might or could do in person, hereby ratifying and confirming all that the Authorized Signer, or his or her substitute or substitutes, shall lawfully do or cause to be done by authority of this Statement. The authority of the Authorized Signers under this Statement shall continue until the Insider is no longer required to file Forms 3, 4 and 5 or Schedules 13D or 13G or Forms 144 with regard to the Insider's ownership of, or transactions in, securities of the Company, unless earlier revoked by the Insider in writing delivered to the Authorized Signer. This Statement revokes all previous powers of attorney with respect to the subject matter of this Statement. IN WITNESS WHEREOF, the Insider has executed this Statement as of the date set forth below. Date:February 3, 2023 /s/ J. Powell Brown