Brown & Brown, Inc.
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 01/19/2023   Download
SEC Document
SEC Filing

On January 18, 2023 the Board approved an amendment and restatement of the Company’s by-laws (as amended and restated, the “Amended and Restated By-Laws”), effective as of such date.


The amendments set forth in the Amended and Restated By-Laws, among other things: (1) provide for “proxy access” that allows a shareholder, or a group of up to twenty shareholders, owning at least three percent of the Company’s outstanding stock continuously for at least three years, to nominate and include in the Company’s annual meeting proxy materials director nominees constituting up to the greater of two directors or twenty percent of the Board, provided that the shareholders and director nominees satisfy the disclosure and procedural requirements specified in the Amended and Restated By-Laws; (2) revise procedures and disclosure requirements for advance notice of the nomination of directors and the submission of proposals for consideration at annual meetings of the shareholders of the Company, including adding a requirement that a shareholder seeking to nominate director(s) at an annual meeting comply with the requirements of Rule 14a-19 of the Securities Exchange Act of 1934, as amended; (3) provide notice and disclosure requirements for shareholders to call special meetings and act by written consent; (4) adopt a forum selection by-law to provide that the U.S. federal

district courts shall be the exclusive forum for the resolution of claims under the Securities Act of 1933, as amended; and (5) make certain administrative, modernizing, clarifying and conforming changes, including making updates to reflect recent amendments to the Florida Business Corporation Law.