<PAGE> 1
POE & BROWN, INC.
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
Poe & Brown, Inc.
-------------------------------------------
(Name of Registrant as Specified In Its Charter)
----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
[POE & BROWN INSURANCE LOGO]
March 19, 1996
Dear Shareholder:
You are invited to attend the Annual Meeting of Shareholders of Poe &
Brown, Inc. (the "Company"), which will be held at the Company's executive
offices at 220 South Ridgewood Avenue, Daytona Beach, Florida, on Tuesday, April
30, 1996, at 9:00 a.m.
The notice of meeting and proxy statement on the following pages cover the
formal business of the Meeting. Whether or not you expect to attend the Meeting,
please sign and return your proxy card promptly in the enclosed envelope to
assure that your stock will be represented at the Meeting. If you decide to
attend the Annual Meeting and vote in person, you will, of course, have that
opportunity.
Your continuing interest in the business of the Company is gratefully
acknowledged. We hope many shareholders will attend the Meeting.
Sincerely,
/s/ J. Hyatt Brown
J. Hyatt Brown
Chairman of the Board, President
and Chief Executive Officer
<PAGE> 3
POE & BROWN, INC.
220 SOUTH RIDGEWOOD AVENUE 401 E. JACKSON STREET, SUITE 1700
DAYTONA BEACH, FLORIDA 32114 TAMPA, FLORIDA 33602
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 30, 1996
The Annual Meeting of Shareholders of Poe & Brown, Inc. will be held in the
fourth floor conference room of the Company's executive offices at 220 South
Ridgewood Avenue, Daytona Beach, Florida, on Tuesday, April 30, 1996, at 9:00
a.m., for the following purposes:
1. To elect seven (7) directors;
2. To adopt the Company's Stock Performance Plan; and
3. To transact such other business as may properly come before the Meeting
or any adjournment thereof.
The Board of Directors has fixed the close of business on March 4, 1996, as
the record date for the determination of shareholders entitled to notice of and
to vote at the Annual Meeting.
Shareholders are requested to vote, date, sign and promptly return the
enclosed proxy in the envelope provided for that purpose, WHETHER OR NOT THEY
INTEND TO BE PRESENT AT THE MEETING.
By Order of the Board of Directors
/s/ Laurel J. Lenfestey
Laurel J. Lenfestey
Secretary
Tampa, Florida
March 19, 1996
<PAGE> 4
POE & BROWN, INC.
PROXY STATEMENT
ANNUAL MEETING AND PROXY SOLICITATION INFORMATION
This Proxy Statement is first being sent to shareholders on or about March
19, 1996 in connection with the solicitation of proxies by the Board of
Directors of Poe & Brown, Inc. (the "Company"), to be voted at the Annual
Meeting of Shareholders to be held at the Company's executive offices in Daytona
Beach, Florida at 9:00 a.m. on Tuesday, April 30, 1996, and at any adjournment
thereof (the "Meeting"). The close of business on March 4, 1996 has been fixed
as the record date for the determination of shareholders entitled to notice of
and to vote at the Meeting. At the close of business on the record date, the
Company had outstanding 8,682,359 shares of $.10 par value common stock,
entitled to one vote per share.
Shares represented by duly executed proxies in the accompanying form
received by the Company prior to the Meeting will be voted at the Meeting. If a
shareholder specifies in the proxy a choice with respect to any matter to be
acted upon, the shares represented by such proxy will be voted as specified. If
a proxy card is signed and returned without specifying a vote or an abstention
on any proposal, it will be voted according to the recommendation of the Board
of Directors on that proposal. The Board of Directors recommends a vote FOR the
election of directors and the proposal to adopt the Company's Stock Performance
Plan. The Board of Directors knows of no other matters that may be brought
before the Meeting. However, if any other matters are properly presented for
action, it is the intention of the named proxies to vote on them according to
their best judgment.
Shareholders who hold their shares through an intermediary must provide
instructions on voting as requested by their bank or broker. A shareholder who
signs and returns a proxy may revoke it at any time before it is voted by taking
one of the following three actions: (i) giving written notice of the revocation
to the Secretary of the Company; (ii) executing and delivering a proxy with a
later date; or (iii) voting in person at the Meeting.
Approval of the election of directors will require a plurality of the votes
cast at the Meeting, provided a quorum is present. The proposal to adopt the
Company's Stock Performance Plan will be approved if a quorum exists and the
votes cast in favor of such proposal exceed those cast in opposition. Votes cast
by proxy or in person at the Meeting will be tabulated by one or more inspectors
of election appointed at the Meeting, who will also determine whether a quorum
is present for the transaction of business. Abstentions and broker non-votes
will be counted as shares present in the determination of whether the number of
shares of the Company's common stock represented at the Meeting constitutes a
quorum. With respect to matters to be acted upon at the Meeting, abstentions and
broker non-votes will not be counted for the purpose of determining whether a
proposal has been approved.
The expense of preparing, printing and mailing proxy materials to
shareholders of the Company will be borne by the Company. In addition to
solicitations by mail, regular employees of the Company may solicit proxies on
behalf of the Board of Directors in person or by telephone. The Company has also
retained Corporate Investor Communications, Inc., Carlstadt, New Jersey, to aid
solicitation by mail for a fee of approximately $2,500, which will be paid by
the Company. The Company will also reimburse brokerage houses and other nominees
for their expenses in forwarding proxy material to beneficial owners of the
Company's stock.
The executive offices of the Company are located at 220 South Ridgewood
Avenue, Daytona Beach, Florida 32114 (telephone number (904) 252-9601) and 401
East Jackson Street, Suite 1700, Tampa, Florida 33602 (telephone number (813)
222-4100).
<PAGE> 5
SECURITY OWNERSHIP OF MANAGEMENT AND
CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of March 4, 1996, information as to the
Company's common stock beneficially owned by (i) each director of the Company,
(ii) each executive officer named in the Summary Compensation Table, (iii) all
directors and executive officers of the Company as a group, and (iv) any person
who is known by the Company to be the beneficial owner of more than 5% of the
outstanding shares of the Company's common stock.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
NAME AND ADDRESS OF BENEFICIAL OWNER(1) BENEFICIAL OWNERSHIP(2)(3) PERCENT
- ------------------------------------------------------------- -------------------------- -------
<S> <C> <C>
J. Hyatt Brown(4)............................................ 1,915,210 22.1%
Samuel P. Bell, III(5)....................................... 1,000 *
Cobb Cole & Bell
131 N. Gadsden Street
Tallahassee, FL 32301
Bradley Currey, Jr.(6)....................................... 25,000 *
c/o Rock-Tenn Company
504 Thrasher Street
Norcross, GA 30071
Bruce G. Geer................................................ 95,317 1.1%
1888 Del Robles Terrace
Clearwater, FL 34624
Jim W. Henderson(7).......................................... 70,519 *
Kenneth E. Hill.............................................. 4,032 *
Theodore J. Hoepner.......................................... 1,000 *
c/o SunTrust Banks of Florida, Inc.
200 S. Orange Avenue
Orlando, FL 32801
V. C. Jordan, Jr.(8)......................................... 127,664 1.5%
Charles W. Poe(9)............................................ 7,500 *
4601 San Miguel
Tampa, FL 33629
William F. Poe(10)........................................... 32,980 *
c/o Poe Investments, Inc.
1901 13th Street
Tampa, FL 33605
William F. Poe, Jr.(11)...................................... 15,699 *
T. Rowe Price Associates, Inc.(12)........................... 520,800 6.0%
100 E. Pratt Street
Baltimore, MD 21202
All directors and executive officers
as a group (13 persons).................................... 2,279,030 26.2%
</TABLE>
- ---------------
*Less than 1%
(1) The business address for Messrs. Brown, Henderson and Hill is 220 South
Ridgewood Avenue, Daytona Beach, Florida 32114. The business address for
Messrs. Jordan and Poe, Jr. is 401 East Jackson Street, Suite 1700, Tampa,
Florida 33602.
(2) Beneficial ownership of shares, as determined in accordance with applicable
Securities and Exchange Commission rules, includes shares as to which a
person has or shares voting power and/or investment power. The Company has
been informed that all shares shown are held of record with sole voting and
investment power, except as otherwise indicated.
2
<PAGE> 6
(3) The number and percentage of shares owned by the following persons include
the indicated number of shares that are owned by the spouse of such person,
and each person disclaims beneficial ownership of such shares: Mr.
Geer -- 26,260; Mr. Hill -- 4,032; all directors and executive officers as
a group -- 30,487. The number and percentage of shares owned by the
following persons include the indicated number of shares owned through the
Company's 401(k) Plan as of December 31, 1995: Mr. Henderson -- 32,675; Mr.
Poe, Jr. -- 699; all directors and officers as a group -- 34,139.
(4) Mr. Brown's ownership includes 95,072 shares owned by children sharing his
household, as to which beneficial ownership is disclaimed. Mr. Brown owns
1,820,921 shares in joint tenancy with his wife, and these shares have
shared voting and investment power.
(5) All shares are held in joint tenancy with Mr. Bell's wife, and these shares
have shared voting and investment power.
(6) Mr. Currey's ownership includes 24,000 shares held of record by his
Individual Retirement Account.
(7) Mr. Henderson's ownership includes 1,000 shares owned by his daughter, as
to which beneficial ownership is disclaimed.
(8) All shares are held of record by the V.C. Jordan, Jr. Revocable Trust, of
which V. C. Jordan, Jr. is trustee.
(9) All shares are held of record by the Charles W. Poe Revocable Living Trust
Amended, of which Mr. Poe is a trustee.
(10) Mr. Poe's ownership includes 15,000 shares held of record by W. F. Poe
Syndicate, Inc., a corporation in which he has a 5% ownership interest and
as to which beneficial ownership is disclaimed.
(11) Mr. Poe, Jr.'s ownership includes 15,000 shares held of record by W. F. Poe
Syndicate, Inc., a corporation in which he has a 19% ownership interest and
as to which beneficial ownership is disclaimed.
(12) Based upon information contained in a Schedule 13G report filed by T. Rowe
Price Associates, Inc. with the Securities and Exchange Commission on
February 14, 1996. The Schedule 13G indicates that beneficial ownership of
substantially all of these shares arises through the investment advisory
activities of T. Rowe Price Associates, Inc.
3
<PAGE> 7
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
Set forth below is certain information concerning the Company's directors
and executive officers. All directors and officers hold office for one-year
terms or until their successors are elected and qualified.
<TABLE>
<CAPTION>
YEAR FIRST
BECAME
NAME POSITIONS AGE A DIRECTOR
- ------------------------- ------------------------------------------------ --- ----------
<S> <C> <C> <C>
J. Hyatt Brown Chairman of the Board, President and Chief 58 1993
Executive Officer
Jim W. Henderson Executive Vice President, Assistant Treasurer 49 1993
and Director
Kenneth E. Hill Executive Vice President and Director 58 1993
Samuel P. Bell, III Director 56 1993
Bradley Currey, Jr. Director 65 1995
Bruce G. Geer Director 48 1991
Theodore J. Hoepner Director 54 1994
Charles W. Poe(1) Director 67 1958
William F. Poe(1) Director 64 1979(2)
William F. Poe, Jr.(1) Director 40 1994(3)
V. C. Jordan, Jr. Vice Chairman 65 --
James A. Orchard Vice President, Treasurer and Chief Financial 35 --
Officer
Laurel J. Lenfestey Vice President, Secretary and General Counsel 37 --
</TABLE>
- ---------------
(1) William F. Poe and Charles W. Poe are brothers, and William F. Poe, Jr. is
the son of William F. Poe and nephew of Charles W. Poe. Neither William F.
Poe, Charles W. Poe, nor William F. Poe, Jr. is standing for re-election as
a director at the Meeting.
(2) Mr. Poe was a director of the Company from 1958 until 1974, when he resigned
after being elected Mayor of the City of Tampa. At the expiration of his
term as Mayor in 1979, Mr. Poe was reappointed to the Board by the existing
directors.
(3) Mr. Poe, Jr. was a director of the Company from April 1991 through April
1993, when he resigned as part of the business combination of Poe &
Associates, Inc. with Brown & Brown, Inc. He was re-elected to the Board at
the January 17, 1994 meeting of the Board of Directors.
J. HYATT BROWN. Mr. Brown has been the President and Chief Executive
Officer of the Company since April 1993, and the Chairman of the Board of
Directors since October 1994. Mr. Brown has been President and Chief Executive
Officer of Brown & Brown, Inc., now a subsidiary of the Company, since 1961. He
was a member of the Florida House of Representatives from 1972 to 1980, and
Speaker of the House from 1978 to 1980. Mr. Brown serves as Vice Chairman of the
Florida Residential Property and Casualty Joint Underwriting Association, and as
a director of SunTrust Banks, Inc., SunTrust Bank, East Central Florida, N.A.,
International Speedway Corporation, The FPL Group, Inc., BellSouth Corporation,
and Rock-Tenn Company. He also serves on the Board of Trustees of Stetson
University.
JIM W. HENDERSON. Mr. Henderson served as Senior Vice President of the
Company since April 1993, and was appointed Executive Vice President in January
of 1995. He has served as Senior Vice President of Brown & Brown, Inc. since
1989. He also served as Chief Financial Officer of Brown & Brown from 1985
through 1989.
KENNETH E. HILL. Mr. Hill has been Executive Vice President of the Company
since April 1993. He has served as Executive Vice President of Brown & Brown,
Inc. since 1981.
4
<PAGE> 8
SAMUEL P. BELL, III. Mr. Bell is a shareholder and the managing partner of
the law firm of Cobb Cole & Bell. He has served as counsel to Brown & Brown,
Inc. since 1964. Mr. Bell was a member of the Florida House of Representatives
from 1974 to 1988.
BRADLEY CURREY, JR. Mr. Currey has been Chief Executive Officer of
Rock-Tenn Company, a manufacturer of packaging and recycled paperboard products,
since 1989, and has served as Chairman of the Board of Rock-Tenn since 1993. He
also previously served as President (1978-1995) and Chief Operating Officer
(1978-1989) of Rock-Tenn. Mr. Currey is a member of the Board of Directors of
Genuine Parts Company and the American Forest & Paper Association, and is the
Chairman of the Board of Trustees of Emory University. He is also a past
Chairman of the Federal Reserve Bank of Atlanta.
BRUCE G. GEER. Mr. Geer served as Executive Vice President of the Company
from December 1984 through September 1, 1995, when he resigned his executive
position to pursue other interests. Mr. Geer served as a consultant to the
Company from September 1, 1995 through December 31, 1995, and continues to serve
as a director. He also served as Chief Financial Officer of the Company from
1982 to 1988. He is currently a private investor.
THEODORE J. HOEPNER. Mr. Hoepner has been the Chairman of the Board,
President and Chief Executive Officer of SunTrust Banks of Florida, Inc. since
September 1, 1995. From 1990 through August 1995, he served as Chairman of the
Board, President and Chief Executive Officer of SunBank, N.A. From 1983 through
1990, he was the Chairman of the Board and Chief Executive Officer of
SunBank/Miami, N.A.
CHARLES W. POE. Mr. Poe has been the President of Poe Industries, Inc., a
private investment company, since December 1990. Mr. Poe was the President and
principal owner of City Ready Mix Co. from January 1972 through December 1990.
Mr. Poe is also a director of Fort Brooke Corporation of Florida, a holding
company that owns the Fort Brooke Bank of Florida.
WILLIAM F. POE. Mr. Poe is currently the President of Poe Investments,
Inc., a private investment company. From 1958 to 1974 and from November 1979
until August 1994, he was the Chairman of the Board of Directors of the Company,
and from November 1979 until April 1993, he was the Company's Chief Executive
Officer. Mr. Poe is a director of Fort Brooke Corporation of Florida, a holding
company that owns the Fort Brooke Bank of Florida.
WILLIAM F. POE, JR. Mr. Poe has been Assistant Vice President of the
Company since 1988, serving principally as an insurance agent.
V. C. JORDAN, JR. Mr. Jordan has been Vice Chairman of the Company since
April 1993, serving on the advisory board to the Board of Directors. He was
President of the Company from November 1983 to April 1993.
JAMES A. ORCHARD. Mr. Orchard has been Vice President, Treasurer and Chief
Financial Officer of the Company since October 1995. He was Assistant Vice
President of Finance and Tax Director of the Company from June 1994 through
September 1995. Prior to that, Mr. Orchard was a Senior Tax Manager with Arthur
Andersen LLP.
LAUREL J. LENFESTEY. Ms. Lenfestey has been Vice President, Secretary and
General Counsel of the Company since January 1994. She was a partner of the law
firm of Holland & Knight from January 1991 through December 1993, and prior to
that she was an associate with Holland & Knight.
MEETINGS OF THE BOARD OF DIRECTORS AND STANDING COMMITTEES
During 1995, the Company's Board of Directors held six meetings. Other than
Mr. Hoepner, who attended four of the six Board meetings, three of the four
Compensation Committee meetings and three of the five Audit Committee meetings,
each incumbent director attended at least 75% of the total number of Board
meetings and meetings of committees of which he is a member.
The Company's Board of Directors has a Compensation Committee and an Audit
Committee. The Compensation Committee currently consists of Samuel P. Bell, III
(Chairman), J. Hyatt Brown, Theodore J.
5
<PAGE> 9
Hoepner, Charles W. Poe and William F. Poe. Charles W. Poe and William F. Poe
are not standing for re-election as directors and therefore will not serve as
members of the Compensation Committee following the Meeting. The Compensation
Committee recommends to the Board base salary levels and bonuses for the Chief
Executive Officer and approves the guidelines used to determine salary levels
and bonuses for the other executive officers of the Company. See "Board
Compensation Committee Report on Executive Compensation." The Compensation
Committee also reviews and makes recommendations with respect to the Company's
existing and proposed compensation plans, and serves as the committee
responsible for administering the Company's Amended 1989 Stock Option Plan and
the 1990 Employee Stock Purchase Plan. The Compensation Committee will also
administer the Company's Stock Performance Plan if it is adopted by the
shareholders at the Meeting. See "Proposal 2 -- Adoption of Stock Performance
Plan." The Compensation Committee met four times during 1995.
The members of the Audit Committee currently are Charles W. Poe (Chairman),
Samuel P. Bell, III, J. Hyatt Brown, Bradley Currey, Jr., Theodore J. Hoepner
and William F. Poe. Charles W. Poe and William F. Poe are not standing for
re-election as directors and therefore will not serve as members of the Audit
Committee following the Meeting. The duties of the Audit Committee, which met
five times during 1995, are to recommend to the Board of Directors the selection
of independent certified public accountants, to meet with the Company's
independent certified public accountants to review the scope and results of the
audit, and to consider various accounting and auditing matters related to the
Company, including its system of internal controls and financial management
practices.
The Company does not have a nominating committee. This function is
performed by the Board of Directors.
COMPENSATION OF DIRECTORS
Directors who are not employees of the Company are paid $2,500 for each
Board meeting attended, and $500 for each committee meeting attended if such
meetings occur on a day other than a day on which a Board of Directors meeting
is scheduled. In addition, directors are eligible to receive grants of stock
options under the Company's Amended 1989 Stock Option Plan. No option grants
were made to directors in 1995. All directors receive reimbursement of
reasonable out-of-pocket expenses incurred in connection with meetings of the
Board of Directors. No director who is an employee of the Company receives
separate compensation for services rendered as a director.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who own more than ten percent of
the common stock of the Company, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Officers, directors and
ten percent shareholders are required by SEC regulations to furnish the Company
with copies of all Section 16(a) reports they file.
Based solely on its review of the copies of such reports received by it,
and written representations from certain reporting persons that no SEC Forms 5
were required to be filed by those persons, the Company believes that during
1995, its officers, directors and ten percent beneficial owners timely complied
with all applicable filing requirements, except that Timothy L. Young, the
Company's former Vice President, Treasurer and Chief Financial Officer, missed a
deadline for filing one Form 4 with respect to one transaction that occurred in
May 1995. Mr. Young reported his subject transaction in July 1995.
6
<PAGE> 10
EXECUTIVE COMPENSATION
The following table sets forth the compensation received by the Company's
Chief Executive Officer and the four other highest paid executive officers (the
"Named Executive Officers") for services rendered to the Company for each of the
three years in the period ended December 31, 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
------------------------------------------
OTHER ALL OTHER
NAME AND ANNUAL COMPENSATION
PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION($) ($)(1)
- ---------------------------------- ---- --------- -------- --------------- ------------
<S> <C> <C> <C> <C> <C>
J. Hyatt Brown 1995 342,350 163,500 -- 6,000
Chairman of the Board, President 1994 342,350 150,000 -- 6,000
& Chief Executive Officer 1993 288,306 100,300 -- 11,644
Jim W. Henderson 1995 225,000 136,000 -- 6,000
Executive Vice President 1994 210,066 92,000 -- 6,000
1993 190,720 90,800 -- 12,423
Kenneth E. Hill 1995 320,221 -- 118,000(2) 6,000
Executive Vice President 1994 271,794 207,180 86,150(2) 6,000
1993 251,938 131,592 180,243(2) 9,277
Bruce G. Geer 1995 182,800 -- 265,750(4) 6,000
Executive Vice President(3) 1994 199,869 100,000 -- 6,000
1993 175,000 60,000 754,675(4) 2,271
V. C. Jordan, Jr. 1995 142,000 -- 381,821(4) 6,000
Vice Chairman 1994 142,215 15,000 -- 6,000
1993 182,673 18,500 -- 2,897
</TABLE>
- ---------------
(1) Amounts represent the Company's profit sharing and 401(k) plan matching
contributions.
(2) Represents annual amounts accrued related to the deferred compensation
agreement for Mr. Hill. See "Executive Compensation -- Employment and
Deferred Compensation Agreements."
(3) Mr. Geer resigned his executive position effective September 1, 1995.
(4) Represents the dollar value of the difference between the value (measured on
the date exercised) and the exercise price of shares of the Company's common
stock acquired pursuant to the exercise of options previously granted.
OPTION GRANTS IN 1995
No stock options were granted to the Named Executive Officers in 1995.
7
<PAGE> 11
AGGREGATE OPTION EXERCISES IN 1995 AND DECEMBER 31, 1995 OPTION VALUES
The following table shows information concerning each exercise of Company
stock options during the year ended December 31, 1995 by the Named Executive
Officers and the year-end values of unexercised options.
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF SECURITIES IN-THE-MONEY
SHARES UNDERLYING UNEXERCISED OPTIONS AT
ACQUIRED VALUE OPTIONS AT FISCAL YEAR-
NAME ON EXERCISE REALIZED($)(1) YEAR-END(#) END($)
- ---------------------------- ----------- -------------- ---------------------- --------------------
<S> <C> <C> <C> <C>
J. Hyatt Brown.............. -- -- -- --
Jim W. Henderson............ -- -- -- --
Kenneth E. Hill............. -- -- -- --
Bruce G. Geer............... 18,750 265,750 -- --
V. C. Jordan, Jr............ 23,750 381,821 -- --
</TABLE>
- ---------------
(1) Represents the difference between the market value of the shares acquired on
the date of exercise and the total option exercise price.
PENSION PLAN
The Company has a non-contributory defined benefit pension plan (the "Poe
Pension Plan") covering substantially all of its previous Poe & Associates, Inc.
employees with one or more years of service. Retirement benefits paid under the
Poe Pension Plan are based on compensation and years of service. The annual
compensation utilized to compute annual benefits payable under the Poe Pension
Plan is limited to a yearly maximum of $50,000 of earnings subject to federal
income tax withholding. On December 31, 1993, the Poe Pension Plan was converted
to a cash balance plan and the yearly maximum of earnings utilized to compute
annual benefits was increased to $75,000. The benefits accruing to Poe Pension
Plan participants become fully vested after five years of service. Under the
cash balance plan, the increases to participants' accrued benefits for their
years of service after December 31, 1993 (date of conversion) will be minimal.
On April 1, 1995, the Poe Pension Plan was amended to freeze the accrual of
further benefits.
The following Pension Plan Table indicates the estimated annual benefits
payable for each level of remuneration specified at the listed years of service
as of the date of conversion.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
------------------------------------------------------
RENUMERATION 15 20 25 30 35
- ------------------------------------------ ------ ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
$30,000 $4,500 $ 6,000 $ 7,500 $ 9,000 $10,500
$40,000 $6,000 $ 8,000 $10,000 $12,000 $14,000
$50,000 and greater $7,500 $10,000 $12,500 $15,000 $17,500
</TABLE>
Messrs. Jordan and Geer have 12 and 20 years of credited service,
respectively, under the Poe Pension Plan. The other Named Executive Officers are
not covered by the Poe Pension Plan. Benefit amounts shown are straight-life
annuities, and are not subject to deductions for Social Security benefits or
other offset amounts.
8
<PAGE> 12
EMPLOYMENT AND DEFERRED COMPENSATION AGREEMENTS
On April 28, 1993, J. Hyatt Brown, Kenneth E. Hill and Jim W. Henderson all
entered into similar employment agreements with the Company. Each agreement may
be terminated by either party upon 30 days' written notice. Compensation under
these agreements is at amounts agreed upon between the Company and each employee
from time to time. Additionally, for a period of three years following the
termination of employment, the agreement prohibits each employee from directly
or indirectly soliciting or servicing the Company's customers.
Brown & Brown, Inc., now a subsidiary of the Company, entered into a
deferred compensation agreement with Kenneth E. Hill, dated April 27, 1993. The
deferred compensation agreement provides that upon Mr. Hill's death, retirement,
disability or other termination of employment, $2,205,016 is to be paid to Mr.
Hill or his designee in ten equal annual installments, with no interest
accruing, if such an event were to occur on or before March 31, 1996. The total
deferred compensation amount of $2,205,016 increases 14% per year as of each
March 31, for each full year after March 31, 1996 that Mr. Hill is employed by
the Company until March 31, 1998, after which time the amount will vary based
upon the price of the Company's common stock.
TRANSACTIONS WITH DIRECTORS
Bradley Currey, Jr., a director of the Company, is the Chairman and Chief
Executive Officer of Rock-Tenn Company, which is a customer of the Company.
During 1995, the Company received fees and commissions from Rock-Tenn Company
aggregating approximately $1,156,611.
For information on transactions and relationships involving the Company and
directors who serve on the Compensation Committee of the Board of Directors, see
"Compensation Committee Interlocks and Insider Participation."
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Company's Compensation Committee during 1995 were Samuel
P. Bell, III (Chairman), J. Hyatt Brown, Theodore J. Hoepner, Charles W. Poe and
William F. Poe. Mr. Brown is the Company's Chairman, President and Chief
Executive Officer, and Mr. Poe was formerly the Company's Chairman and Chief
Executive Officer.
Samuel P. Bell, III is a shareholder of the law firm of Cobb Cole & Bell,
which performed services for the Company during 1995. That firm has performed
and is expected to continue to perform legal services for the Company during
1996.
J. Hyatt Brown is a significant shareholder and a director of Rock-Tenn
Company, which is a customer of the Company. Rock-Tenn's Chairman and Chief
Executive Officer, Bradley Currey, Jr., is also a director of the Company.
During 1995, the Company received fees and commissions from Rock-Tenn Company
aggregating approximately $1,156,611.
Theodore J. Hoepner is the Chairman of the Board, President and Chief
Executive Officer of SunTrust Banks of Florida, Inc., which is the parent
company of SunTrust Bank, Central Florida, N.A. In 1994, the Company established
a $10 million line of credit with SunTrust Bank, Central Florida, N.A. The
Company expects to continue to use SunTrust Bank, Central Florida, N.A. during
1996 for some of its cash management requirements. J. Hyatt Brown is a director
of SunTrust Banks, Inc., the parent company of SunTrust Banks of Florida, Inc.
9
<PAGE> 13
On January 20, 1995, William F. Poe borrowed $250,000 from the Company. The
loan had a six-month term and was secured by a pledge of 20,000 shares of the
Company's common stock. Interest on this loan accrued at a rate of 7.125% per
annum. The full amount of principal and outstanding interest on the loan was
paid in April 1995.
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933 or the Securities Exchange Act
of 1934 that might incorporate future filings, including this Proxy Statement,
in whole or in part, the following Board Compensation Committee Report on
Executive Compensation and the Performance Graph shall not be incorporated by
reference into any such filings.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company's overall compensation philosophy is as follows:
- Attract and retain high quality people, which is crucial to both the
short-term and long-term success of the Company;
- Reinforce strategic performance objectives through the use of incentive
compensation programs; and
- Create a mutuality of interest between the executive officers and
shareholders through compensation structures that share the rewards and
risks of strategic decision-making.
Base Compensation - Salary levels for officers other than the Chief
Executive Officer are determined by the Chief Executive Officer each year during
the first quarter based upon the qualitative performance of each officer during
the previous year and guidelines approved by the Compensation Committee. If an
officer has had no change in duties, the percentage of annual salary increases
for such officer generally ranges up to 5% of base salary. Exceptional
performance may merit an increase larger than 5%.
Annual Bonus Plan - For 1995, in each of the Company's Retail Division
profit centers, the aggregate annual bonuses to be allocated among the employees
of that profit center can range from 3% to 12% of that profit center's operating
profit before interest, amortization and profit center bonus. The 3% bonus level
is met when the calculated operating profit is at least 18.5% of total revenues.
For each approximate 1.3% increase in operating profit, the profit center bonus
increases 1%, up to 10% for an operating profit percentage of 27.5%. If the
profit center's operating profit percentage is equal to or greater than 28%, the
aggregate bonus will be the maximum profit center bonus of 12% of the related
operating profits. The annual bonus for Mr. Henderson, who served primarily as
the profit center manager for the Daytona Beach retail operation, was
established by the Chief Executive Officer based on a subjective allocation of
the aggregate profit center bonus earned by the Daytona Beach retail profit
center. Messrs. Hill, Geer and Jordan did not receive bonuses for 1995, as they
were not profit center managers as of December 31, 1995.
Long-Term Compensation - The Committee may also grant incentive stock
options to officers and other key employees based upon salary levels, sales
production levels and performance evaluations. However, no stock options were
granted to executive officers in 1995.
CEO Compensation - With respect to the salary and bonus of J. Hyatt Brown,
the Chairman, President and Chief Executive Officer of the Company, the
Compensation Committee annually sets these amounts by reference to the general
operating performance of the Company. The performance criteria most closely
examined by the Committee are improvements in the Company's earnings per share
and net income, as well as the continuing growth of the Company's business. The
Committee also considers salary levels of chief executive officers in companies
similar to the Company and makes adjustments believed appropriate based upon the
differences in size of the peer companies as compared to the Company. The
Committee reports the salary and bonus amounts recommended for the Chief
Executive Officer to the members of the Board of
10
<PAGE> 14
Directors and responds to questions, if any. At that time, the Board may change
salary levels or bonus amounts.
The $163,500 bonus recommended by the Committee (excluding Mr. Brown, who
did not participate in this determination) and approved by the Board is 9%
higher than Mr. Brown's 1994 bonus. This increase reflects the 9% increase in
the Company's earnings per share over 1994. Mr. Brown's 1995 salary was not
increased from his 1994 salary, but the Compensation Committee has approved a
10% increase for Mr. Brown's 1996 salary to reflect a 5% per year increase from
his 1994 salary.
The financial performance of the Company during 1995 was at the expected
budgeted levels. Additionally, the total investment return during 1995 on the
Company's common stock, as indicated by the performance graph set forth later in
this Proxy Statement, exceeded the performance of both The Nasdaq Stock Market
(U.S.) Index and the group of peer insurance broker and agency companies.
COMPENSATION COMMITTEE
Samuel P. Bell, III (Chairman)
J. Hyatt Brown
Theodore J. Hoepner
Charles W. Poe
William F. Poe
11
<PAGE> 15
PERFORMANCE GRAPH
The following graph is a comparison of five-year cumulative total returns
for the Company's common stock as compared with the cumulative total return for
The Nasdaq Stock Market (U.S.) Index and a group of peer insurance broker and
agency companies (Alexander & Alexander Services, Inc., Arthur J. Gallagher &
Co., Hilb, Rogal and Hamilton Company, and Marsh & McLennan Companies, Inc.).
The returns of each company have been weighted according to their respective
stock market capitalizations as of January 1, 1995, for purposes of arriving at
a peer group average. The total return calculations are based upon an assumed
$100 investment on December 31, 1990, with all dividends reinvested.
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG POE & BROWN, INC.,
THE NASDAQ STOCK MARKET (U.S.) INDEX, AND A
PEER GROUP OF INSURANCE AGENTS AND BROKERS
<TABLE>
<CAPTION>
1990 1991 1992 1993 1994 1995
-------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Poe & Brown, Inc. 100 193 268 292 380 417
NASDAQ Stock Market 100 161 187 215 210 296
(U.S.)
Peer Group of Insurance 100 107 124 117 118 135
Agents and Brokers
</TABLE>
The Company cautions that the stock price performance shown in the graph
above should not be considered indicative of potential future stock price
performance.
12
<PAGE> 16
PROPOSAL 1 -- ELECTION OF DIRECTORS
Charles W. Poe, William F. Poe and William F. Poe, Jr. have indicated to
the Company that they do not intend to stand for re-election to the Board of
Directors. Accordingly, the Board took action in December 1995 to reduce the
size of the Board of Directors from ten to seven members, effective on the date
of the Meeting.
The seven nominees for election as directors at the Meeting are J. Hyatt
Brown, Samuel P. Bell, III, Bradley Currey, Jr., Bruce G. Geer, Jim W.
Henderson, Kenneth E. Hill and Theodore J. Hoepner. Information concerning each
of the nominees is set forth under the caption "Management -- Directors and
Executive Officers." All nominees are now members of the Board of Directors.
Unless otherwise indicated, votes will be cast pursuant to the accompanying
proxy FOR the election of these nominees. Should any nominee become unable or
unwilling to accept nomination or election for any reason, it is intended that
votes will be cast for a substitute nominee designated by the Board of
Directors. The Board has no reason to believe that any of the nominees will be
unable or unwilling to serve if elected.
PROPOSAL 2 -- ADOPTION OF STOCK PERFORMANCE PLAN
GENERAL
On October 31, 1995, the Company's Board of Directors approved the Poe &
Brown, Inc. Stock Performance Plan (the "Plan") and approved its submission to
the shareholders for adoption. As of March 4, 1996, the closing price for shares
of the Company's common stock on The Nasdaq Stock Market's National Market
System was $25.25 per share. As of December 31, 1995, the Company had 1,035
full-time equivalent employees, all of whom were technically eligible to
participate in the Plan, although the Company expects that grants will be
limited to a select group of such employees, as described below.
PLAN DESCRIPTION
The following summary describes briefly the principal features of the Plan.
The purpose of the Plan is to attract and retain key employees, provide an
incentive for key employees to achieve long-range performance goals, and enable
such employees to share in the successful performance of the Company's common
stock, as measured against pre-established performance goals.
The Plan is administered by the Compensation Committee of the Board of
Directors (the "Committee"). The Committee has the power to interpret the Plan
and take such other action in the administration and operation of the Plan as it
deems equitable under the circumstances.
Any full-time salaried employee of the Company is eligible to receive a
grant of shares of the Company's common stock under the Plan ("Performance
Stock"). The Committee has the right to grant Performance Stock to employees
who, in its judgment, are keys to the successful operation of the Company.
Although the Plan does not restrict participation to any class of employees, the
Company expects that participation will be limited to a select group of Company
leaders (including non-executive officers) deemed by the Committee to be keys to
the successful operation of the Company. A member of the Committee is not
eligible to receive grants during the period he or she serves on the Committee
or during the one-year period prior to the date he or she begins serving on the
Committee.
An employee's interest in the shares of Performance Stock granted to him or
her will become fully vested and nonforfeitable upon such employee's completion
of fifteen years of continuous service for the Company following the date of the
grant, provided any other conditions specified by the Committee have been
satisfied. If such employee's employment terminates before the end of such
fifteen-year period, the employee's interest in the granted shares will be
forfeited unless (i) the employee has attained age 64, (ii) the employee's
employment with the Company terminates as a result of his or her death or
disability, or (iii) the Committee, in its sole and absolute discretion, waives
the conditions of the grant of Performance Stock. If a grant is made to an
employee after the employee attains age 64 but before his or her employment with
the Company terminates, the employee's interest in the granted shares will
become fully vested and nonforfeitable immediately, or immediately upon
satisfaction of any additional conditions placed on the grant.
13
<PAGE> 17
In its discretion, the Committee may make a grant of Performance Stock to
key employees effective only upon the satisfaction of one or more additional
conditions that the Committee deems appropriate under the circumstances for key
employees in general or for a key employee in particular. Such conditions are
expected to relate to objective standards for stock price performance,
employment performance, or other factors. Each grant of Performance Stock will
be evidenced by a Performance Stock Agreement, and each Performance Stock
Agreement will set forth the conditions, if any, under which the grant will be
effective and the conditions under which the employee's interest in the
Performance Stock will become fully vested and nonforfeitable. The Performance
Stock Agreement will set forth the deadline for satisfying each such condition.
If a cash dividend is declared on a share of Performance Stock after the
date that any stock performance, employment or other condition attached to the
grant has been satisfied (the "Condition Satisfaction Date"), but before the
employee's interest in the Performance Stock is forfeited or becomes fully
vested and nonforfeitable, the Company will pay the cash dividend directly to
the employee. If a stock dividend is declared on a share of Performance Stock
after the Condition Satisfaction Date, but before the employee's interest in the
Performance Stock is forfeited or becomes fully vested and nonforfeitable, the
stock dividend will be treated as part of the grant of the related Performance
Stock, and the employee's interest in such stock dividend will be forfeited or
become nonforfeitable at the same time as the Performance Stock with respect to
which the stock dividend was paid is forfeited or becomes nonforfeitable. The
disposition of each other form of dividend that may be declared on a share of
Performance Stock will be made in accordance with such rules as the Committee
shall adopt with respect to each such dividend. An employee will be allowed to
exercise voting rights with respect to a share of Performance Stock after the
Condition Satisfaction Date, but before the employee's interest in the
Performance Stock is forfeited or becomes fully vested and nonforfeitable.
Shares of stock granted to an employee will cease to be Performance Stock
at such time as the employee's interest in such shares becomes fully vested and
nonforfeitable under the Plan, and the certificate representing such shares will
be transferred to such employee as soon as practicable thereafter. The
acceptance of a grant of Performance Stock will constitute an employee's consent
to whatever action the Committee deems necessary to satisfy the federal and
state tax withholding requirements, if any, that the Committee deems applicable
to such Performance Stock. The Committee also has the right to provide in a
Performance Stock Agreement that an employee may elect to satisfy federal and
state withholding requirements through a reduction in the number of shares of
stock actually transferred to him or her under the Plan.
The number of shares available for issuance under the Plan is 400,000. All
such shares will be reserved to the extent the Company deems appropriate from
authorized but unissued shares of common stock and from issued shares of common
stock that have been reacquired by the Company. Furthermore, any shares of
Performance Stock that are forfeited by employees under the Plan shall again
become available for issuance under the Plan. The Board of Directors may, but is
not required to, adjust the number of shares of stock reserved or theretofore
granted under the Plan in an equitable manner to reflect any change in the
capitalization of the Company, including, but not limited to, such changes as
stock dividends and stock splits. If any such adjustment would create a
fractional share of stock, such fractional share will be disregarded and the
number of shares resulting from the adjustment will be the next lower number of
shares of stock, rounding all fractions downward.
If the Company agrees to sell all or substantially all of its assets or
agrees to any merger, reorganization, or other corporate transaction in which
its common stock is converted into another security or into the right to receive
securities or property, and such agreement does not provide for the assumption
or substitution of shares of Performance Stock granted under the Plan, all such
shares of Performance Stock will become fully vested and nonforfeitable. In the
event of a Change in Control (as defined below), the Board of Directors has the
right to take such action with respect to any shares of Performance Stock as the
Board deems appropriate under the circumstances to protect the interest of the
Company in maintaining the integrity of shares granted under the Plan.
Furthermore, the Board of Directors has the right to take different action with
respect to different employees or different groups of employees as the Board
deems appropriate under the circumstances. The term "Change in Control" means
(i) the acquisition of the power to direct, or cause the direction of, the
14
<PAGE> 18
management and policies of the Company by a person or entity not previously
possessing such power, acting alone or in conjunction with others, whether
through ownership of stock, by contract or otherwise, or (ii) the acquisition,
directly or indirectly, of the power to vote 20% or more of the Company's
outstanding common stock by a person, entity or group. Notwithstanding the
foregoing, all shares of Performance Stock will become fully vested and
nonforfeitable in the event of (a) any tender or exchange offer for the
Company's common stock accepted by a majority of the shareholders of the
Company, or (b) the death of J. Hyatt Brown, the Company's Chairman, President
and Chief Executive Officer, and the subsequent sale by his estate, his wife,
his lineal descendants, any trust created for his benefit during his lifetime,
or any combination of the foregoing of the shares owned by Mr. Brown prior to
his death.
The Plan may be amended by the Board of Directors from time to time to the
extent the Board deems necessary or appropriate, except that no amendment to the
Plan may be made without the approval of the shareholders of the Company if the
effect of the amendment would be (i) to increase the number of shares of stock
reserved for issuance under the Plan, (ii) to change the class of employees
eligible for grants of Performance Stock or to otherwise materially modify,
within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as
amended ("Rule 16b-3"), the requirements as to eligibility for participation in
the Plan, or (iii) to otherwise materially increase, within the meaning of Rule
16b-3, the benefits accruing to employees under the Plan.
The Board of Directors may suspend the granting of Performance Stock under
the Plan at any time and may terminate the Plan at any time, except that the
Board may not modify, amend or cancel any shares of Performance Stock granted
before such suspension or termination unless (i) the employee to whom the
Performance Stock has been granted consents in writing to such modification,
amendment or cancellation, (ii) a dissolution or liquidation of the Company has
occurred, (iii) the amendment is made to reflect an equitable adjustment for a
change in the Company's capitalization (such as a stock split or stock
dividend), or (iv) the Company has engaged in a merger, reorganization, sale of
substantially all its assets, or similar transaction, in which case the shares
will either vest immediately or appropriate provisions will be made for the
assumption or substitution of shares of Performance Stock.
No shares of Performance Stock may be granted under the Plan on or after
the earlier of the following dates: (i) the tenth anniversary of the effective
date of the Plan, in which event the Plan will otherwise continue in effect
until all Performance Stock theretofore granted under the Plan has been
forfeited or the conditions for nonforfeitability of all Performance Stock
granted under the Plan have been completely satisfied; or (ii) the date on which
all of the shares of stock reserved for issuance under the Plan has, as a result
of the satisfaction of the conditions for nonforfeitability of Performance Stock
theretofore granted under the Plan, been issued or no longer is available for
use under the Plan, in which event the Plan also will terminate on such date.
BENEFITS TO CERTAIN EMPLOYEES
Because the employees chosen to participate in the Plan, the number of
shares to be issued to such employees, and the conditions applicable to such
grants are within the sole and absolute discretion of the Committee, the actual
benefit or amounts that may be received by or allocated to Company employees
under the Plan cannot be determined. Set forth below is a summary of the shares
of Performance Stock granted as of January 1, 1996, to the Named Executive
Officers, all executive officers as a group, and the group of all employees who
are not executive officers. Directors who are not employees of the Company are
not eligible to participate in the Plan. All grants set forth below are
expressly subject to adoption of the Plan by the shareholders of the Company at
the Meeting.
With respect to each of the grants set forth below, the Committee has
established an additional condition that the Company's common stock attain
certain target prices per share within five years from the date the shares of
Performance Stock were granted. In general, these targets require an annual
stock price appreciation of 20% in order for the condition to be satisfied with
respect to all of the shares granted. If the stock fails to reach those targets,
the grant (or a specified portion thereof ) will be forfeited. Accordingly, the
dollar values
15
<PAGE> 19
shown below represent the maximum potential value accruing to participants
(based on December 31, 1995 stock prices), assuming all conditions to the grant
are satisfied.
<TABLE>
<CAPTION>
NAME DOLLAR VALUE($)(1) NUMBER OF SHARES
------------------------------------------- ------------------ ----------------
<S> <C> <C>
J. Hyatt Brown............................. -- --
Jim W. Henderson........................... 248,750 10,000
Kenneth E. Hill............................ -- --
Bruce G. Geer.............................. -- --
V. C. Jordan, Jr. ......................... -- --
Executive group............................ 348,250 14,000
Non-executive officer employee group....... 4,104,375 165,000
--------- -------
Total.................................... 4,452,625 179,000
</TABLE>
- ---------------
(1) The dollar value of the benefit was based on the closing price of the
Company's common stock on The Nasdaq Stock Market on December 31, 1995,
despite the fact that none of the shares of Performance Stock was vested on
the date of grant and none of the target stock price conditions have been
satisfied to date.
REQUIRED VOTE TO ADOPT THE PLAN
Under its terms, the Plan was effective on October 31, 1995 (the date it
was approved by the Board of Directors), subject to adoption by the shareholders
within twelve months of that date. Shareholder approval of the Plan is necessary
to preserve full deductibility for federal income tax purposes of grants made by
the Company under the Plan. Accordingly, the Plan will be null and void from its
inception, and all grants heretofore made under the Plan will also be null and
void, unless the Plan is adopted by the affirmative vote of the shareholders at
the Meeting. The Board of Directors believes that the Plan is an integral part
of a compensation program that provides officers and other key employees of the
Company long-term performance incentives that it believes will enhance
shareholder value.
The Plan will be approved if the votes cast by holders of shares
represented at the Meeting and entitled to vote favoring adoption of the Plan
exceed the votes cast opposing adoption of the Plan. The Board of Directors
unanimously approved the Plan and recommends a vote FOR the proposal to adopt
the Plan.
INFORMATION CONCERNING INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Effective October 9, 1995, the Company appointed Arthur Andersen LLP as its
independent accountants for the remainder of 1995. The Company's Audit Committee
recommended the appointment, which was approved by the Board of Directors.
Arthur Andersen LLP has been selected as the Company's independent auditors for
1996.
The Board of Directors did not renew the engagement of Ernst & Young LLP,
the Company's former independent accountants. The report of Ernst & Young LLP on
the Company's financial statements for 1993 and 1994 contained no adverse
opinion or disclaimer of opinion, and was not qualified or modified as to
uncertainty, audit scope or accounting principles. During 1993 and 1994, and
through the date of this Proxy Statement, there has been no disagreement with
Ernst & Young on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreement, if not
resolved to Ernst & Young's satisfaction, would have caused it to make reference
to the subject matter of the disagreement in connection with its reports.
Representatives of Arthur Andersen LLP, the Company's new independent
auditors, are expected to be present at the Meeting with the opportunity to make
a statement if they desire to do so and to respond to appropriate questions
posed by shareholders. Matters pertaining to the auditing of the Company's
financial condition are referred to the Company's Board of Directors and its
Audit Committee.
16
<PAGE> 20
PROPOSALS OF SHAREHOLDERS
Proposals of shareholders intended for presentation at the 1997 annual
meeting must be received by the Company on or before November 22, 1996, in order
to be included in the Company's proxy statement and form of proxy for that
meeting.
OTHER MATTERS
THE COMPANY WILL PROVIDE TO ANY SHAREHOLDER, UPON THE WRITTEN REQUEST OF
SUCH PERSON, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K, INCLUDING THE
FINANCIAL STATEMENTS AND THE SCHEDULES THERETO, FOR ITS FISCAL YEAR ENDED
DECEMBER 31, 1995, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO RULE 13A-1 UNDER THE SECURITIES EXCHANGE ACT OF 1934. ANY SUCH REQUEST SHOULD
BE DIRECTED TO POE & BROWN, INC., 401 EAST JACKSON STREET, SUITE 1700, TAMPA,
FLORIDA 33602, ATTENTION: SECRETARY. NO CHARGE WILL BE MADE FOR COPIES OF SUCH
ANNUAL REPORT; HOWEVER, A REASONABLE CHARGE WILL BE MADE FOR COPIES OF THE
EXHIBITS.
By Order of the Board of Directors
/s/ Laurel J. Lenfestey
Laurel J. Lenfestry
Secretary
Tampa, Florida
March 19, 1996
17
<PAGE> 21
POE & BROWN, INC.
220 SOUTH RIDGEWOOD AVENUE 401 EAST JACKSON STREET
DAYTONA BEACH, FLORIDA 31114 SUITE 1700
TAMPA, FLORIDA 33602
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Laurel J. Lenfestey and James A. Orchard, or
either of them, as Proxies, each with the power to appoint his or her
substitute, and hereby authorizes them or their substitutes to represent and to
vote, as designated below, all the shares of common stock of Poe & Brown, Inc.
held of record by the undersigned on March 4, 1996, at the Annual Meeting of
Shareholders to be held on April 30, 1996 or any adjournments thereof.
<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary to vote for all nominees listed
below) / / below / /
</TABLE>
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW)
J. Hyatt Brown; Samuel P. Bell, III; Bradley Currey, Jr.; Bruce G. Geer; Jim
W. Henderson; Kenneth E. Hill; Theodore J. Hoepner
2. PROPOSAL TO ADOPT THE COMPANY'S STOCK PERFORMANCE PLAN
/ / FOR / / AGAINST / / ABSTAIN
3. In their discretion the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSALS 1 AND 2.
Please sign exactly as name
appears at left. When shares are
held by joint tenants, both
should sign. When signing as
attorney, as executor,
administrator, trustee or
guardian, please give full title
as such. If a corporation,
please sign in full corporate
name by President or other
authorized officer. If a
partnership, please sign in
partnership name by authorized
person.
DATED 1996
--------------------------------
Signature
--------------------------------
Signature if held jointly
PLEASE MARK, SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
<PAGE> 22
APPENDIX B
POE & BROWN, INC.
STOCK PERFORMANCE PLAN
Poe & Brown, Inc., a corporation organized under the laws of the State of
Florida, establishes this Stock Performance Plan for the purposes of attracting
and retaining Key Employees, providing an incentive for Key Employees to
achieve long-range performance goals, and enabling Key Employees to share in
the successful performance of the stock of Poe & Brown, Inc., as measured
against pre-established performance goals.
ARTICLE I - DEFINITIONS
1.01 AWARD EFFECTIVE DATE means, with respect to each share of Performance
Stock, the date on which the award of the share of Performance Stock to a Key
Employee is effective. An award of Performance Stock shall be effective (i) as
of the date set by the Committee when the award is made or, (ii) if the award
is made subject to one, or more than one, condition under Section 6.02 of this
Plan, as of the date the Committee in its sole and absolute discretion
determines that such condition or conditions have been satisfied.
1.02 BOARD means the Board of Directors of Poe & Brown, Inc.
1.03 CHANGE IN CONTROL means (i) the acquisition of the power to direct,
or cause the direction of, the management and policies of the Company by a
person not previously possessing such power, acting alone or in conjunction
with others, whether through ownership of Stock, by contract or otherwise, or
(ii) the acquisition, directly or indirectly, of the power to vote twenty
percent or more of the outstanding Stock by a person or persons. For purposes
of this Section 1.03, the term "person" means a natural person, corporation,
<PAGE> 23
partnership, joint venture, trust, government or instrumentality of a
government. Also for purposes of this Section 1.03, customary agreements with
or among underwriters and selling group members with respect to a bona fide
public offering of Stock shall be disregarded.
1.04 CODE means the Internal Revenue Code of 1986, as amended.
1.05 COMMITTEE means the Compensation Committee of the Board or, if the
Compensation Committee at any time has less than three members or has a member
who fails to come within the definition of a "disinterested person" within the
meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, a
committee that shall have at least three members, each of whom shall be
appointed by and shall serve at the pleasure of the Board and shall come within
the definition of a "disinterested person" within the meaning of Rule 16b-3
under the Securities Exchange Act of 1934, as amended.
1.06 COMPANY means Poe & Brown, Inc., a corporation organized under the
laws of the State of Florida.
1.07 DISABILITY means a physical or mental condition of a Key Employee
resulting from bodily injury, disease or mental disorder that renders him or
her incapable of engaging in any occupation or employment for wage or profit.
Disability does not include any physical or mental condition resulting from the
Key Employee's engagement in a felonious act, self-infliction of an injury, or
performance of military service. Disability of a Key Employee shall be
determined by a licensed physician selected by the Committee in its sole and
absolute discretion.
1.08 KEY EMPLOYEE means a full time, salaried employee of the Company who,
in the judgment of the Committee acting in its sole and absolute discretion, is
a key to the successful operation of the Company.
2
<PAGE> 24
1.09 PERFORMANCE STOCK means Stock awarded to a Key Employee under this
Plan.
1.10 PERFORMANCE STOCK AGREEMENT means the written agreement between the
Company and a Key Employee to whom an award of Performance Stock is made under
this Plan.
1.11 PLAN means this Poe & Brown, Inc. Performance Stock Plan.
1.12 STOCK means the common stock, $0.10 par value, of the Company.
1.13 YEAR OF VESTING SERVICE means, with respect to each share of
Performance Stock, a twelve consecutive month period measured from the grant
date of the Performance Stock and each successive twelve consecutive month
period measured from each anniversary of such grant date for that share of
Performance Stock.
ARTICLE II - ELIGIBILITY
Only Key Employees shall be eligible to receive awards of Performance
Stock under this Plan. The Committee, in its sole and absolute discretion,
shall determine the Key Employees to whom Performance Stock shall be awarded.
A member of the Committee is not eligible to receive grants of Performance
Stock during the period he or she serves on the Committee or during the
one-year period prior to the date he or she begins serving on the Committee.
ARTICLE III - STOCK AVAILABLE FOR AWARDS
The Company shall reserve 400,000 shares of Stock for use under this Plan.
All such shares of Stock shall be reserved to the extent that the Company
deems appropriate from authorized but unissued shares of Stock and from shares
of Stock that have been reacquired by the Company. Furthermore, any
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shares of Performance Stock that are forfeited under Section 6.03 of this Plan
shall again become available for use under this Plan.
ARTICLE IV - EFFECTIVE DATE
This Plan shall be effective on the date it is adopted by the Board,
subject to the approval of the shareholders of the Company within twelve months
after the date of adoption of this Plan by the Board. Any Performance Stock
awarded under this Plan before the date of such shareholder approval shall be
awarded expressly subject to such approval.
ARTICLE V - ADMINISTRATION
This Plan shall be administered by the Committee. The Committee, acting
in its sole and absolute discretion, shall exercise such powers and take such
action as expressly called for under this Plan. Furthermore, the Committee
shall have the power to interpret this Plan and to take such other action in
the administration and operation of this Plan as the Committee deems equitable
under the circumstances, which action shall be binding on the Company with
respect to each affected Key Employee and each other person directly or
indirectly affected by such action. Nothing in this Article V shall affect or
impair the Board's power to take the actions reserved to it in this Plan.
ARTICLE VI - PERFORMANCE STOCK AWARDS
6.01 COMMITTEE ACTION. The Committee shall have the right to award shares
of Performance Stock to Key Employees under this Plan. Each award of
Performance Stock shall be evidenced by a Performance Stock Agreement, and each
Performance Stock Agreement shall set forth the conditions, if any, under which
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the award will be effective and the conditions under which the Key Employee's
interest in the Performance Stock shall become fully vested and nonforfeitable.
6.02 CONDITIONS FOR AWARDS. The Committee may, in its sole and absolute
discretion, make the award of Performance Stock to Key Employees effective only
upon the satisfaction of one, or more than one, objective employment,
performance or other condition which the Committee deems appropriate under the
circumstances for Key Employees in general or for a Key Employee in particular.
The related Performance Stock Agreement shall set forth each such condition
and the deadline for satisfying each such condition. If a Performance Stock
award shall be effective only upon the satisfaction of one, or more than one,
condition, the shares of Stock underlying such award shall be unavailable under
Article III of this Plan as of the date on which such award is made. If an
award of Performance Stock fails to become effective under Section 6.01 of this
Plan, the underlying shares of Stock subject to such award shall be treated
under Article III of this Plan as forfeited and shall again become available
under Article III of this Plan as of the date of such failure to become
effective.
6.03 CONDITIONS FOR NONFORFEITABILITY OF PERFORMANCE STOCK. Subject to
the provisions of Article IX of this Plan, a Key Employee's interest in the
shares of Performance Stock awarded to him or her shall become fully vested and
nonforfeitable upon the satisfaction of any conditions for the grant specified
by the Committee pursuant to Section 6.02 and upon the Key Employee's
completion of fifteen Years of Vesting Service for the Company. Subject to the
provisions of Article IX of this Plan, if the Key Employee's employment with
the Company terminates before his or her completion of fifteen Years of Vesting
Service for the Company, the Key Employee's interest in the awarded shares of
Performance Stock shall be forfeited unless:
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(a) the Key Employee has attained age sixty-four;
(b) the Key Employee's employment with the Company terminates as a
result of his or her death or Disability; or
(c) the Committee, in its sole and absolute discretion, waives the
conditions described in this Section 6.03.
If an award of Performance Stock is made to a Key Employee after the Key
Employee attains age sixty-four, but before his or her employment with the
Company terminates, the Key Employee's interest in the awarded shares of
Performance Stock shall become fully vested and nonforfeitable on the Award
Effective Date.
6.04 DIVIDENDS AND VOTING RIGHTS. If a cash dividend is declared on a
share of Performance Stock after the Award Effective Date, but before the Key
Employee's interest in the Performance Stock is forfeited or becomes fully
vested and nonforfeitable, the Company shall pay the cash dividend directly to
the Key Employee. If a Stock dividend is declared on a share of Performance
Stock after the Award Effective Date, but before the Key Employee's interest in
the Performance Stock is forfeited or becomes fully vested and nonforfeitable,
the Stock dividend shall be treated as part of the award of the related
Performance Stock, and the Key Employee's interest in such Stock dividend shall
be forfeited or become nonforfeitable at the same time as the Performance Stock
with respect to which the Stock dividend was paid is forfeited or becomes
nonforfeitable. The disposition of each other form of dividend which is
declared on a share of Performance Stock shall be made in accordance with such
rules as the Committee shall adopt with respect to each such dividend.
A Key Employee shall be allowed to exercise voting rights with respect to
a share of Performance Stock after the Award Effective Date, but before the Key
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Employee's interest in the Performance Stock is forfeited or becomes fully
vested and nonforfeitable.
6.05 SATISFACTION OF NONFORFEITABILITY CONDITIONS; PROVISION FOR INCOME
AND EXCISE TAXES. A share of Stock shall cease to be Performance Stock at such
time as a Key Employee's interest in such share of Stock becomes fully vested
and nonforfeitable under Section 6.03 or Article IX of this Plan, and the
certificate representing such share of Stock shall be transferred to the Key
Employee as soon as practicable thereafter.
ARTICLE VII - SECURITIES REGISTRATION
Each Performance Stock Agreement shall provide that, upon the receipt of
shares of Stock as a result of the satisfaction of the conditions described in
Section 6.03 of this Plan for nonforfeitability of Performance Stock, the Key
Employee shall, if so requested by the Company, hold such shares of Stock for
investment and not with a view of resale or distribution to the public and, if
so requested by the Company, shall deliver to the Company a written statement
signed by the Key Employee satisfactory to the Company to that effect. With
respect to Stock issued pursuant to this Plan, the Company at its expense shall
take such action as it deems necessary or appropriate to register the original
issuance of such Stock to a Key Employee under the Securities Act of 1933 or
under any other applicable securities laws or to qualify such Stock for an
exemption under any such laws prior to the issuance of such Stock to a Key
Employee. Notwithstanding the foregoing, the Company shall have no obligation
whatsoever to take any such action in connection with the transfer, resale or
other disposition of such Stock by a Key Employee.
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ARTICLE VIII - ADJUSTMENT
The Board, in its sole and absolute discretion, may, but shall not be
required to, adjust the number of shares of Stock reserved under Article III of
this Plan and shares of Performance Stock theretofore granted in an equitable
manner to reflect any change in the capitalization of the Company, including,
but not limited to, such changes as Stock dividends or Stock splits. If any
adjustment under this Article VIII would create a fractional share of Stock,
such fractional share shall be disregarded and the number of shares of Stock
reserved or granted under this Plan shall be the next lower number of shares of
Stock, rounding all fractions downward. An adjustment made under this Article
VIII by the Board shall be conclusive and binding on all affected persons and,
further, shall not constitute an increase in the number of shares reserved
under Article III within the meaning of Article X(a) of this Plan.
ARTICLE IX - SALE OR MERGER OF COMPANY; CHANGE IN CONTROL
9.01 SALE OR MERGER. If the Company agrees to sell all or substantially
all of its assets for cash or property or for a combination of cash and
property or agrees to any merger, consolidation, reorganization, division or
other corporate transaction in which Stock is converted into another security
or into the right to receive securities or property and such agreement does not
provide for the assumption or substitution of Performance Stock granted under
this Plan, all shares of Performance Stock shall become fully vested and
nonforfeitable.
9.02 CHANGE IN CONTROL. In the event of a Change in Control, the Board
thereafter shall have the right to take such action with respect to any shares
of Performance Stock that are forfeitable, or all such shares of Performance
Stock, as the Board in its sole and absolute discretion deems appropriate under
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the circumstances to protect the interests of the Company in maintaining the
integrity of the awards under this Plan. Furthermore, the Board shall have the
right to take different action under this Section 9.02 with respect to
different Key Employees or different groups of Key Employees, as the Board in
its sole and absolute discretion deems appropriate under the circumstances.
Notwithstanding the foregoing provisions of this Article IX, all shares of
Performance Stock shall become fully vested and nonforfeitable in the event of
(i) any tender or exchange offer for Stock accepted by a majority of the
shareholders of the Company; or (ii) the death of J. Hyatt Brown and the
subsequent sale by his estate, his wife, his parents, his lineal descendants,
any trust created for his benefit during his lifetime, or any combination of
the foregoing, of the Stock owned by J. Hyatt Brown prior to his death.
ARTICLE X - AMENDMENT OR TERMINATION
This Plan may be amended by the Board from time to time to the extent that
the Board in its sole and absolute discretion deems necessary or appropriate.
Notwithstanding the foregoing, no amendment of this Plan shall be made absent
the approval of the shareholders of the Company if the effect of the amendment
is:
(a) to increase the number of shares of Stock reserved under Article
III of this Plan;
(b) to change the class of employees of the Company eligible for
awards of Performance Stock or to otherwise materially modify, within the
meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as
amended, the requirements as to eligibility for participation in this
Plan; or
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(c) to otherwise materially increase, within the meaning of Rule
16b-3 of the Securities Exchange Act of 1934, as amended, the benefits
accruing to Key Employees under this Plan.
The Board in its sole and absolute discretion may suspend the awarding of
Performance Stock under this Plan at any time and may terminate this Plan at
any time. Notwithstanding the foregoing, the Board shall not have the right to
modify, amend or cancel any share of Performance Stock granted before such
suspension or termination unless the Key Employee to whom the Performance Stock
is awarded consents in writing to such modification, amendment or cancellation,
or there is a dissolution or liquidation of the Company or a transaction
described in Article VIII or IX of this Plan.
ARTICLE XI - TERM OF PLAN
No Performance Stock shall be awarded under this Plan on or after the
earlier of:
(a) the tenth anniversary of the effective date of this Plan, as
determined under Article IV of this Plan, in which event this Plan
otherwise thereafter shall continue in effect until all Performance Stock
awarded under this Plan has been forfeited or the conditions described in
Section 6.03 of this Plan for nonforfeitability of all Performance Stock
awarded under this Plan have been completely satisfied; or
(b) the date on which all of the Stock reserved under Article III of
this Plan has, as a result of the satisfaction of the conditions
described in Section 6.03 of this Plan for nonforfeitability of
Performance Stock awarded under this Plan, been issued or no longer is
available for use under this Plan, in which event this Plan also shall
terminate on such date.
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ARTICLE XII - MISCELLANEOUS
12.01 SHAREHOLDER RIGHTS. Subject to Section 6.04 of this Plan, a Key
Employee's rights as a shareholder in the shares of Performance Stock awarded
to him or her shall be set forth in the related Performance Stock Agreement.
12.02 NO CONTRACT OF EMPLOYMENT. The award of Performance Stock to a Key
Employee under this Plan shall not constitute a contract of employment and
shall not confer on a Key Employee any rights upon his or her termination of
employment with the Company in addition to those rights, if any, expressly set
forth in the Performance Stock Agreement related to his or her Performance
Stock.
12.03 WITHHOLDING. The acceptance of an award of Performance Stock shall
constitute a Key Employee's full and complete consent to whatever action the
Committee deems necessary to satisfy the federal and state tax withholding
requirements, if any, that the Committee in its sole and absolute discretion
deems applicable to such Performance Stock. The Committee also shall have the
right to provide in a Performance Stock Agreement that a Key Employee may elect
to satisfy federal and state tax withholding requirements through a reduction
in the number of shares of Stock actually transferred to him or her under this
Plan, and any such election and any such reduction shall be effected so as to
satisfy the conditions to the exemption under Rule 16b-3 of the Securities
Exchange Act of 1934, as amended.
12.04 GOVERNING LAW. The provisions of this Plan shall be governed by and
interpreted in accordance with the laws of the State of Florida.
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IN WITNESS WHEREOF, Poe & Brown, Inc. has caused its duly authorized
officer to execute this Plan as of the 31st day of October, 1995, to evidence
its adoption of this Plan.
POE & BROWN, INC.
By: /s/ Laurel J. Lenfestey
--------------------------------
Laurel J. Lenfestey
Vice President, Secretary
and General Counsel
Approved by the Board of Directors: October 31, 1995
Approved by Shareholders:
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