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Brown Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Brown Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02 Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers

(e)
Annual Cash Incentive for 2017
On February 24, 2017, the Compensation Committee of the Board of
Directors (the Compensation Committee) of Brown Brown, Inc. (the
Company) adopted the annual cash incentive for 2017 for the
Companys executive officers, including the named executive
officers, to which they are eligible to receive a cash incentive
payment based on the achievement of certain performance
objectives in 2017. The terms of the annual cash incentive are
not contained in a formal written document.
Each named executive officers annual cash incentive payment
amount will consist of three components (the calculation of which
may be adjusted by the Compensation Committee, at its discretion,
to exclude the effect of items that are unusual in nature or
infrequently occurring), which are as follows:
The first component, which will affect 40% of the 2017 cash
incentive amount, is based on specified organic revenue
growth targets, which, for named executive officers whose
responsibilities encompass the Company as a whole rather
than being tied to a particular division, will be
calculated based upon the organic revenue growth of the
Company as a whole, and for named executive officers with
divisional operational responsibilities, will be calculated
based upon the organic revenue growth of the division for
which each such executive officer has oversight
responsibility.
The second component, which will affect 40% of the 2017
cash incentive amount, will be determined based upon
performance of the Companys EBITDAC margin (EBITDAC
Margin), which is the Companys income before income taxes
less amortization, depreciation, interest, and the change
in estimated acquisition earn-out payables, divided by
total revenues.
The third component, which will affect 20% of the 2017 cash
incentive amount, will be linked to the achievement of
personal objectives of the named executive officer as
determined by the Compensation Committee.
Each of the components described above contemplates a minimum
payout of 0% of each named executive officers target cash
incentive amount and a maximum payout of 200% of each named
executive officers target cash incentive amount. The target cash
incentive amounts for our named executive officers for 2017 are
as follows: J. Powell Brown – $1,400,000; R. Andrew Watts –
$525,000; J. Scott Penny – $800,000; Anthony T. Strianese –
$850,000; Chris L. Walker – $900,000.

About Brown & Brown, Inc. (NYSE:BRO)
Brown & Brown, Inc. is a diversified insurance agency, wholesale brokerage, insurance programs and service company. The Company markets and sells insurance products and services in the property, casualty and employee benefits areas. It provides customers with non-investment insurance contracts, as well as other targeted, customized risk management products and services. It operates through four segments: the Retail segment; the National Programs segment; the Wholesale Brokerage segment, and the Services segment. The Retail Segment provides a range of insurance products and services to commercial, public and quasi-public entities, and to professional and individual customers. Its National Programs Segment works with over 40 carrier partners, offering approximately 50 programs. Its Wholesale Brokerage segment markets and sells excess and surplus commercial insurance products and services to retail insurance agencies. Services Segment provides a range of insurance-related services. Brown & Brown, Inc. (NYSE:BRO) Recent Trading Information
Brown & Brown, Inc. (NYSE:BRO) closed its last trading session up +0.10 at 43.52 with 518,270 shares trading hands.

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