Item 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.
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 | |||
| 2015 | |||||
| First Quarter | $33.34 | $30.47 | $0.11 | ||
| Second Quarter | $33.81 | $31.50 | $0.11 | ||
| Third Quarter | $34.59 | $29.67 | $0.11 | ||
| Fourth Quarter | $33.09 | $30.39 | $0.12 | ||
| 2016 | |||||
| First Quarter | $35.91 | $28.41 | $0.12 | ||
| Second Quarter | $37.49 | $34.23 | $0.12 | ||
| Third Quarter | $38.11 | $35.81 | $0.12 | ||
| Fourth Quarter | $45.62 | $36.05 | $0.14 |
On February 23, 2017, there were 139,986,178 shares of our common stock outstanding, held by approximately 1,218 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 shareholders. 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.
Equity Compensation Plan Information
The following table sets forth information as of December 31, 2016, 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 | 175,000 | $ | 18.48 | — | ||||||
| Brown & Brown, Inc. 2010 Stock Incentive Plan | N/A | N/A | 3,729,566 | (4) | ||||||
| Brown & Brown, Inc. 1990 Employee Stock Purchase Plan | N/A | N/A | 4,680,263 | |||||||
| Brown & Brown, Inc. Performance Stock Plan | N/A | N/A | — | |||||||
| Total | 175,000 | $ | 18.48 | 8,409,829 | ||||||
| Equity compensation plans not approved by shareholders | — | — | — |
| (1) | In addition to the number of securities listed in this column, 3,404,569 shares are issuable upon the vesting of restricted stock granted under the Brown & Brown, Inc. Performance Stock Plan and the Brown & Brown, Inc. 2010 Stock Incentive Plan, which represents the maximum number of shares that can vest based upon the achievement of certain performance criteria. |
| (2) | The weighted-average exercise price excludes outstanding restricted stock as there is no exercise price associated with these equity awards. |
| (3) | All of the shares available for future issuance under the Brown & Brown, Inc. 2000 Incentive Stock Option Plan, the Brown & Brown, Inc. Performance Stock 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. |
| (4) | The payout for 321,955 shares of our outstanding performance-based restricted stock grants may be increased up to 200% of the target or decreased to zero, subject to the level of performance attained. The amount reflected in the table is calculated assuming the maximum payout for all restricted stock grants. |
Sales of Unregistered Securities
We did not sell any unregistered securities during 2016.
Issuer Purchases of Equity Securities
On July 18, 2014, the Company’s Board of Directors approved a common stock repurchase plan to authorize the repurchase of up to $200.0 million worth of shares of the Company’s common stock during the period running from the July 18, 2014 approval date to December 31, 2015. As of December 31, 2014, we had repurchased $50.0 million worth of shares of our common stock under the repurchase authorization.
On March 5, 2015, the Company entered into an ASR with an investment bank to purchase an aggregate $100.0 million of the Company’s common stock. As part of the ASR, the Company received an initial delivery of 2,667,992 shares of the Company’s common stock with a fair market value of approximately $85.0 million. On August 6, 2015, the Company was notified by its investment bank that the March 5, 2015 ASR agreement between the Company and the investment bank had been completed in accordance with the terms of the agreement. The investment bank delivered to the Company an additional 391,637 shares of the Company’s common stock for a total of 3,059,629 shares repurchased under the agreement. The delivery of the remaining 391,637 shares occurred on August 11, 2015.
On July 20, 2015, the Company’s Board of Directors authorized the repurchase of up to an additional $400.0 million of the Company’s outstanding common stock, bringing the total available authorization to $450.0 million.
On November 11, 2015, the Company entered into another ASR with an investment bank to purchase an aggregate $75 million of the Company’s common stock. The Company received an initial delivery of 1,985,981 shares of the Company’s common stock with a fair market value of approximately $63.75 million. On January 6, 2016 this agreement was completed by the investment bank with the delivery of 363,209 shares of the Company’s common stock.
Between October 25, 2016 and November 4, 2016, the Company made share repurchases in the open market in total of 209,618 shares at a total cost of $7.7 million. After completing these open market share repurchases, the Company’s outstanding Board approved share repurchase authorization is $367.3 million.
The following table presents information with respect to our purchases of our common stock during the three months ended December 31, 2016.
| 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, 2016 to October 31, 2016 | 105 | $ | 37.34 | — | $ | 375,000,000 | ||||||||
| November 1, 2016 to November 30, 2016 | 210,943 | 36.57 | 209,618 | 367,342,175 | ||||||||||
| December 1, 2016 to December 31, 2016 | 930 | 43.62 | — | 367,342,175 | ||||||||||
| Total | 211,978 | $ | 36.60 | 209,618 | $ | 367,342,175 |
(1) With the exception of 209,618 shares purchased in open market transactions, all other shares reported above are attributable to shares withheld for employees’ payroll withholding taxes pertaining to the vesting of restricted shares awarded under our Performance Stock Plan and Incentive Stock Option Plan.
Performance Graph
The following graph is a comparison of five-year cumulative total shareholder returns for our common stock as compared with the cumulative total shareholder return for the NYSE Composite Index, and a group of peer insurance broker and agency companies (Aon plc, Arthur J. Gallagher & Co, Marsh & McLennan Companies, and Willis Towers Watson Public Limited Company). The returns of each company have been weighted according to such companies’ respective stock market capitalizations as of December 31, 2011 for the purposes of arriving at a peer group average. The total return calculations are based upon an assumed $100 investment on December 31, 2011, with all dividends reinvested.
| 12/11 | 12/12 | 12/13 | 12/14 | 12/15 | 12/16 | ||||||||||||
| Brown & Brown, Inc. | 100.00 | 114.03 | 142.25 | 150.99 | 149.35 | 211.06 | |||||||||||
| NYSE Composite | 100.00 | 116.03 | 146.27 | 156.21 | 150.15 | 167.91 | |||||||||||
| Peer Group | 100.00 | 132.13 | 177.92 | 193.88 | 191.20 | 223.36 |

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