UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 25, 2012

 

BROWN & BROWN, INC.

(Exact name of registrant as specified in its charter)

 

Florida

0-7201

59-0864469

(State or other jurisdiction

(Commission File Number)

(IRS Employer

of incorporation)

 

Identification No.)

 

220 South Ridgewood Avenue, Florida 32114

(Address of principal executive offices)    (Zip Code)

 

Registrant's telephone number, including area code:     (386) 252-9601     

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 


Item 5.07

Submission of Matters to a Vote of Security Holders.

 

     On April 25, 2012, Brown & Brown, Inc. (the "Company") held its Annual Meeting of Shareholders (the "Meeting").

 

     Proxies for the Meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Company’s solicitation.

 

     A total of 143,352,139 shares were outstanding and entitled to vote as of February 17, 2012 (the record date for the Company).   Of this amount 131,893,451 shares, representing approximately 92.01% of the total number of shares outstanding, were represented in person or by proxy, constituting a quorum for the transaction of business, and were voted at the Meeting.

 

     At the Meeting, shareholders elected J. Hyatt Brown, Samuel P. Bell, III, Hugh M. Brown, J. Powell Brown, Bradley Currey, Jr.,  Theodore J. Hoepner, Toni Jennings, Timothy R.M. Main, Wendell S. Reilly, John R. Riedman and Chilton D. Varner to serve as directors until the next annual meeting of shareholders and until their respective successors are elected and qualified.

 

      The table below sets out the number of votes cast for, and votes withheld from, each director:

 

 

 

 

Directors

Votes

For

Votes Withheld

 

J. Hyatt Brown

115,453,731

5,856,362

Samuel P. Bell II

87,598,204

33,711,889

Hugh M. Brown

120,862,309

447,784

J. Powell Brown

120,507,623

802,470

Bradley Currey, Jr.

120,503,513

806,580

Theodore J. Hoepner

117,930,341

3,379,752

Toni Jennings

118,450,665

2,859,428

Timothy R.M. Main

120,915,267

394,826

Wendell S. Reilly

120,835,320

474,773

John R. Riedman

114,559,794

6,750,299

Chilton D. Varner

118,477,047

2,833,046

 

    The shareholders also ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accountants for the fiscal year ending December 31, 2012. Of the shares voted, 131,374,735 voted in favor, 513,235 voted against and 5,481 abstained.

 

    In addition, the shareholders approved, on an advisory basis, the compensation of the Named Executive Officers.  Of the shares voted, 112,700,436 voted in favor, 4,563,595 voted against and 4,046,058 abstained.  There were also 10,583,362 broker non-votes.

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

                                                            BROWN & BROWN, INC.

                                                            (Registrant)

                                                            By:       /S/ LAUREL L. GRAMMIG                

                                                                        Laurel L. Grammig

                                                                          Vice President and Secretary

 

Date: April 27, 2012