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 | |||
| 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 | ||
| 2017 | |||||
| First Quarter | $45.77 | $41.68 | $0.14 | ||
| Second Quarter | $44.57 | $41.10 | $0.14 | ||
| Third Quarter | $48.97 | $42.30 | $0.14 | ||
| Fourth Quarter | $52.42 | $48.07 | $0.15 |
On February 23, 2018, there were 137,800,585 shares of our common stock outstanding, held by approximately 1,245 shareholders of record.
We intend to continue to pay quarterly dividends, subject to 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, 2017, with respect to compensation plans under which the Company’s equity securities are authorized for issuance:
| A | B | C | |||||||
| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights**(1)** | Weighted-average exercise price of outstanding options, warrants and rights**(2)** | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (A))****(3) | ||||||
| Equity compensation plans approved by shareholders: | |||||||||
| Brown & Brown, Inc. 2000 Incentive Stock Option Plan | N/A | N/A | — | ||||||
| Brown & Brown, Inc. 2010 Stock Incentive Plan | N/A | N/A | 4,197,920 | (4) | |||||
| Brown & Brown, Inc. 1990 Employee Stock Purchase Plan | N/A | N/A | 4,151,251 | ||||||
| Brown & Brown, Inc. Performance Stock Plan | N/A | N/A | — | ||||||
| Total | N/A | N/A | 8,349,171 | ||||||
| Equity compensation plans not approved by shareholders | — | — | — |
| (1) | In addition to the number of securities listed in this column, 3,252,040 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 634,091 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 2017.
Issuer Purchases of Equity Securities
On July 18, 2014, the Company’s Board of Directors authorized the repurchase of up to $200.0 million of its shares of common stock, and 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. Under the authorization from the Company’s Board of Directors, shares may be purchased from time to time, at the Company’s discretion and subject to the availability of stock, market conditions, the trading price of the stock, alternative uses for capital, the Company’s financial performance and other potential factors. These purchases may be carried out through open market purchases, block trades, accelerated share repurchase plans of up to $100.0 million each (unless otherwise approved by the Board of Directors), negotiated private transactions or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934.
Between May 18, 2017 and July 14, 2017, the Company made share repurchases in the open market in total of 348,460 shares at a total cost of $14.9 million.
On August 14, 2017, the Company entered into accelerated share repurchase agreement ("ASR") with an investment bank to purchase an aggregate $50.0 million of the Company's common stock. As part of the ASR, the company received an initial delivery of 967,888 shares of the Company’s common stock with a fair market value of approximately $42.5 million. Upon maturity of the program, the Company received 108,288 shares, relieving the remaining balance of $7.5 million at settlement on October 16, 2017 for a total delivery of 1,076,176 shares of the Company's common stock.
On November 14, 2017, the Company entered into an ASR with an investment bank to purchase an aggregate $75.0 million of the Company's common stock. As part of the ASR, the company received an initial delivery of 1,290,486 shares of the Company's common stock with a fair market value of approximately $63.8 million. Upon maturity of the program, the Company received 168,227 shares, relieving the remaining balance of $11.2 million at settlement on February 9, 2018 for a total delivery of 1,458,713 shares of the Company's common stock.
During 2014, the Company repurchased 2,384,760 shares at an average price per share of $31.46 for a total cost of $75.0 million under the original share repurchase authorization from the Board of Directors on July 18, 2014. During 2015, the Company repurchased 5,408,819 shares at an average price per share of $32.35 for a total cost of $175.0 million under the current share repurchase authorization, while exhausting the previous authorization of $200.0 million from the Board of Directors in 2014. During 2016, the Company repurchased 209,618 shares at an average price per share of $36.53 for a total cost of $7.7 million under the current share repurchase authorization. At December 31, 2017, the remaining amount authorized by our Board of Directors for share repurchases was $238.7 million. Under the authorized repurchase programs, the Company has repurchased a total of approximately 10.7 million shares for an aggregate cost of approximately $386.3 million between 2014 and 2017.
The following table presents information with respect to our purchases of our common stock during the three months ended December 31, 2017.
| 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, 2017 to October 31, 2017 | 1,799 | $ | 49.38 | — | $ | 302,453,029 | ||||||||
| November 1, 2017 to November 30, 2017 | 1,295,819 | 49.40 | 1,290,486 | 238,703,029 | ||||||||||
| December 1, 2017 to December 31, 2017 | 1,232 | 51.50 | — | 238,703,029 | ||||||||||
| Total | 1,298,850 | $ | 49.40 | 1,290,486 | $ | 238,703,029 |
(1) With the exception of 1,290,486 shares purchased in an ASR transaction, 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, 2012 for the purposes of arriving at a peer group average. The total return calculations are based upon an assumed $100 investment on December 31, 2012, with all dividends reinvested.
| 12/12 | 12/13 | 12/14 | 12/15 | 12/16 | 12/17 | ||||||||||||
| Brown & Brown, Inc. | 100.00 | 124.74 | 132.41 | 130.98 | 185.09 | 214.61 | |||||||||||
| NYSE Composite | 100.00 | 126.06 | 134.62 | 129.40 | 144.72 | 171.65 | |||||||||||
| Peer Group | 100.00 | 142.91 | 157.73 | 156.96 | 185.44 | 228.52 |

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