filings.toolsItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
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Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
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Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “BRO.” The table below sets forth, for the quarterly periods indicated, the intra-day high and low sales prices for our common stock as reported on the NYSE Composite Tape, and the cash dividends declared on our common stock.
| High | Low | Cash Dividends Per Common Share | ||||||||||
| 2010 | ||||||||||||
| First Quarter | $ | 18.10 | $ | 16.32 | $ | 0.0775 | ||||||
| Second Quarter | $ | 20.45 | $ | 17.65 | (1) | $ | 0.0775 | |||||
| Third Quarter | $ | 20.53 | $ | 18.85 | $ | 0.0775 | ||||||
| Fourth Quarter | $ | 24.39 | $ | 19.88 | $ | 0.08 | ||||||
| 2011 | ||||||||||||
| First Quarter | $ | 26.60 | $ | 23.56 | $ | 0.08 | ||||||
| Second Quarter | $ | 27.07 | $ | 24.84 | $ | 0.08 | ||||||
| Third Quarter | $ | 26.10 | $ | 17.19 | $ | 0.08 | ||||||
| Fourth Quarter | $ | 23.31 | $ | 16.77 | $ | 0.085 |
| (1) | Excluding the official closing stock price of $8.04 on May 6, 2010, the date of the NYSE “Flash Crash.” |
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On February 22, 2012, there were 143,352,216 shares of our common stock outstanding, held by approximately 1,270 shareholders of record.
We intend to continue to pay quarterly dividends, subject to continued capital availability and determination by our Board of Directors that cash dividends continue to be in the best interests of our stockholders. Our dividend policy may be affected by, among other items, our views on potential future capital requirements, including those relating to the creation and expansion of sales distribution channels and investments and acquisitions, legal risks, stock repurchase programs and challenges to our business model.
On October 19, 2011, our Board of Directors approved a common stock repurchase plan to authorize the repurchase of up to $100.0 million worth of shares of the Company’s common stock during the subsequent twelve months. We did not repurchase any shares of our common stock under the repurchase plan during the fourth quarter of 2011. We are under no commitment or obligation to repurchase any particular amount of our common stock under the plan, and we may suspend the repurchase plan at any time at our discretion.
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Equity Compensation Plan Information
The following table sets forth information as of December 31, 2011, with respect to compensation plans under which the Company’s equity securities are authorized for issuance:
| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)(1) | Weighted-average exercise price of outstanding options, warrants and rights (b)(2) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)(3) | |||||||||
| Equity compensation plans approved by shareholders: | ||||||||||||
| Brown & Brown, Inc. 2000 Incentive Stock Option Plan | 1,384,537 | $ | 17.58 | — | ||||||||
| Brown & Brown, Inc. 2010 Stock Incentive Plan | N/A | N/A | 4,718,044 | |||||||||
| Brown & Brown, Inc. 1990 Employee Stock Purchase Plan | N/A | N/A | 2,297,258 | |||||||||
| Brown & Brown, Inc. Performance Stock Plan | N/A | N/A | — | |||||||||
| Total | 1,384,537 | $ | 17.58 | 7,015,302 | ||||||||
| Equity compensation plans not approved by shareholders | — | — | — | |||||||||
| (1) | In addition to the number of securities listed in this column, 3,382,677 shares are issuable upon the vesting of restricted stock granted under the Brown & Brown, Inc. Stock Performance Plan and the Brown & Brown, Inc. 2010 Stock Incentive Plan, which represents the maximum number of shares that can vest based on the achievement of certain performance criteria. |
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| (2) | The weighted-average exercise price excludes outstanding restricted stock as there is no exercise price associated with these equity awards. |
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| (3) | All of the shares available for future issuance under the Brown & Brown, Inc. 2000 Incentive Stock Option Plan, the Brown & Brown, Inc. Stock Performance Plan, and the Brown & Brown, Inc. 2010 Stock Incentive Plan may be issued in connection with options, warrants, rights, restricted stock, or other stock-based awards. |
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Sales of Unregistered Securities
We did not sell any unregistered securities during 2011.
Issuer Purchases of Equity Securities
The following table presents information with respect to our purchases of our common stock during the three months ended December 31, 2011.
| Period | Total Number of Shares Purchased(1) | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs | ||||||||||||
| October 1, 2011 to October 31, 2011 | 4,204 | $ | 21.35 | — | $ | — | ||||||||||
| November 1, 2011 to November 30, 2011 | 505 | $ | 21.46 | — | $ | — | ||||||||||
| December 1, 2011 to December 31, 2011 | 17,734 | $ | 21.82 | — | $ | — | ||||||||||
| Total | 22,443 | $ | 21.73 | — | $ | — | ||||||||||
| (1) | All of the shares reported above as purchased are attributable to shares withheld for employees’ payroll taxes and withholding taxes pertaining to the vesting of restricted shares awarded under our Performance Stock Plan. |
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PERFORMANCE GRAPH
The following graph is a comparison of five-year cumulative total stockholder returns for our common stock as compared with the cumulative total stockholder return for the NYSE Composite Index, and a group of peer insurance broker and agency companies (Aon Corporation, Arthur J. Gallagher & Co, Marsh & McLennan Companies, Inc., and Willis Group Holdings, Ltd.). The returns of each company have been weighted according to such companies’ respective stock market capitalizations as of December 31, 2006 for the purposes of arriving at a peer group average. The total return calculations are based upon an assumed $100 investment on December 31, 2006, with all dividends reinvested.
| FISCAL YEAR ENDING | ||||||||||||||||||||||||
| COMPANY/INDEX/MARKET | 12/31/2006 | 12/30/2007 | 12/29/2008 | 12/31/2009 | 12/31/2010 | 12/31/2011 | ||||||||||||||||||
| Brown & Brown, Inc. | $ | 100.00 | $ | 84.10 | $ | 75.86 | $ | 66.27 | $ | 89.68 | $ | 86.01 | ||||||||||||
| NYSE Composite Index | $ | 100.00 | $ | 108.87 | $ | 66.13 | $ | 84.83 | $ | 96.19 | $ | 92.50 | ||||||||||||
| Peer Group | $ | 100.00 | $ | 104.28 | $ | 96.54 | $ | 89.25 | $ | 113.89 | $ | 128.05 |
We caution that the stock price performance shown in the graph should not be considered indicative of potential future stock price performance.
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