0001225208-15-016122.txt : 20150730 0001225208-15-016122.hdr.sgml : 20150730 20150730165949 ACCESSION NUMBER: 0001225208-15-016122 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150728 FILED AS OF DATE: 20150730 DATE AS OF CHANGE: 20150730 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: 1231 BUSINESS ADDRESS: STREET 1: 220 S. RIDGEWOOD AVE. CITY: DAYTONA BEACH STATE: FL ZIP: 32114 BUSINESS PHONE: 386-252-9601 MAIL ADDRESS: STREET 1: 220 S. RIDGEWOOD AVE. CITY: DAYTONA BEACH STATE: FL ZIP: 32114 FORMER COMPANY: FORMER CONFORMED NAME: POE & BROWN INC DATE OF NAME CHANGE: 19930827 FORMER COMPANY: FORMER CONFORMED NAME: POE & ASSOCIATES INC DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DOWNS LINDA S CENTRAL INDEX KEY: 0001206301 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13619 FILM NUMBER: 151016913 MAIL ADDRESS: STREET 1: 509 FLORIDA ST CITY: ORLANDO STATE: FL ZIP: 32806 4 1 doc4.xml X0306 4 2015-07-28 0000079282 BROWN & BROWN INC BRO 0001206301 DOWNS LINDA S 220 S. RIDGEWOOD AVE. DAYTONA BEACH FL 32114 1 Executive Vice President Common Stock, $.10 par value 2015-07-28 4 M 0 22000.0000 18.4800 A 461355.0000 D Common Stock, $.10 par value 2015-07-28 4 M 0 22000.0000 18.4800 A 483355.0000 D Common Stock, $.10 par value 2015-07-28 4 M 0 16589.0000 18.4800 A 499944.0000 D Common Stock, $.10 par value 2015-07-28 4 M 0 16589.0000 18.4800 A 516533.0000 D Common Stock, $.10 par value 2015-07-28 4 F 0 12883.0000 33.2400 D 503650.0000 D Common Stock, $.10 par value (PSP) 9248.0000 D Common Stock, $.10 par value (SIP) 118365.0000 D Stock Options 18.4800 2015-07-28 4 M 0 22000.0000 0.0000 D 2013-03-07 2018-02-26 Common Stock, $.10 par value 22000.0000 0.0000 D Stock Options 18.4800 2015-07-28 4 M 0 16589.0000 0.0000 D 2011-04-15 2018-02-26 Common Stock, $.10 par value 16589.0000 0.0000 D Stock Options 18.4800 2015-07-28 4 M 0 22000.0000 0.0000 D 2013-08-01 2018-02-26 Common Stock, $.10 par value 22000.0000 0.0000 D Stock Options 18.4800 2015-07-28 4 M 0 16589.0000 0.0000 D 2010-11-11 2018-02-26 Common Stock, $.10 par value 16589.0000 0.0000 D Stock Options 18.4800 2017-11-26 2018-02-26 Common Stock, $.10 par value 22000.0000 22000.0000 D A total of 955 of these shares were acquired through the Company's Employee Stock Purchase Plan in July 2014. Number of shares may vary due to dividend reinvestment. Shares were withheld by the Company solely to cover the income tax withholding requirements associated with the exercise of options for 77,178 shares under the Company's 2000 Incentive Stock Option Plan. These securities were granted pursuant to the Company's PSP. Based on the satisfaction of conditions established pursuant to the PSP, the Reporting Person has voting rights and dividend entitlement with respect to a portion of 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 2010 Stock Incentive Plan ("SIP"). Full ownership will not vest until the satisfaction of performance-based conditions established in connection with this grant. Granted by the Compensation Committee of the Board of Directors pursuant to the Company's 2000 Incentive Stock Option Plan (the "Plan"). These options vest and become exercisable on 11/26/17, unless accelerated based on satisfaction of conditions established pursuant to the Plan. downspoa.txt Robert W. Lloyd for Linda S. Downs per Power of Attorney 2015-07-30 EX-24 2 downspoa.txt LIMITED POWER OF ATTORNEY This Statement confirms that the undersigned, Linda S. Downs (the "Insider"), has authorized and designated Robert W. Lloyd, Anthony M. Robinson, and Lisa M. Gayton, and each of them (each of the foregoing is referred to as an "Authorized Signer") to execute and file on the Insider's behalf any and all Forms 3, 4 and 5 (including any amendments thereto) that the Insider may be required to file with the United States Securities and Exchange Commission as a result of the Insider's ownership of, and transaction in, securities of Brown & Brown, Inc. (the "Company"). The authority of the Authorized Signers under this Confirming Statement shall continue until the Insider is no longer required to file Forms 3, 4 and 5 with regard to the Insider's ownership of, or transactions in, securities of the Company, unless revoked in writing. The Insider acknowledges that none of the Authorized Signers is assuming any of the Insider's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. Date: Linda S. Downs