<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 Rule 14a-11(c) or
Rule 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] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(1) 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:
_________________________________________________
(4) Date Filed:
_________________________________________________
<PAGE 2>
[POE & BROWN INSURANCE LETTERHEAD]
March 21,1997
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 Wednesday, April 30, 1997, 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, 1997
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 Wednesday, April 30, 1997, at 9:00 a.m., for the
following purposes:
1. To elect six (6) directors; and
2. 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 7, 1997 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 L. GRAMMIG
Laurel L. Grammig
Secretary
Tampa, Florida
March 21, 1997
<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 21, 1997 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 Wednesday, April 30, 1997, and at any
adjournment thereof (the "Meeting"). The close of business on
March 7, 1997 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 8,699,639 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, the shares represented by such proxy
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 the directors specified in this Proxy
Statement. 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. Votes cast by proxy or in person at the Meeting will be
tabulated by the Company's transfer agent, First Union National
Bank of North Carolina, and 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.
A shareholder who abstains from voting on any proposal will
be included in the number of shareholders present at the meeting
for the purpose of determining the presence of a quorum.
Abstentions will not be counted either in favor of or against the
election of the nominees for director. Under the rules of the
National Association of Securities Dealers, brokers holding stock
for the accounts of their clients who have not been given
specific voting instructions as to a matter by their clients, may
vote their clients' proxies in their own discretion.
<PAGE 5>
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 6>
SECURITY OWNERSHIP OF MANAGEMENT AND
CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of March 7, 1997,
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) 1,867,563 21.5%
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 21,567 *
1888 Del Robles Terrace
Clearwater, FL 34624
Jim W. Henderson(7) 71,256 *
Kenneth E. Hill 4,032 *
Theodore J. Hoepner 1,000 *
c/o SunTrust Banks of Florida, Inc.
200 S. Orange Avenue
Orlando, FL 32801
James A. Orchard(8) 1,123 *
Laurel L. Grammig 2,062 *
401 E. Jackson Street, Suite 1700
Tampa, FL 33602
T. Rowe Price Associates,Inc.(9) 850,800 9.8%
100 E. Pratt Street
Baltimore, MD 21202
All directors and executive
officers as a group (10 persons) 2,028,269 23.3%
</TABLE>
________________
*Less than 1%
(1) The business address for Messrs. Brown, Henderson, Hill and
Orchard is 220 South Ridgewood Avenue, Daytona Beach,
Florida 32114.
(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.
<PAGE 7>
(3) The number and percentage of shares owned by the following
persons include the indicated number of shares owned by the
spouse of such person, and each person disclaims beneficial
ownership of such shares: Mr. Geer - 12,371; Mr. Hill -
4,032; Mr. Orchard - 195; all directors and executive
officers as a group - 16,598. 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, 1996: Mr. Henderson - 33,412; Ms. Grammig -
1,064; all directors and officers as a group - 34,476.
(4) Mr. Brown's ownership includes 47,797 shares owned by a son
sharing his household, as to which beneficial ownership is
disclaimed. Mr. Brown owns 1,819,766 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 a
daughter sharing his household, as to which beneficial
ownership is disclaimed.
(8) Mr. Orchard's ownership includes 701 shares held in joint
tenancy with his spouse and these shares have shared voting
and investment power.
(9) Based upon information contained in a report filed by T.
Rowe Price Associates, Inc. ("Price Associates") with the
Securities and Exchange Commission, these securities are
owned by various individuals and institutional investors,
including T. Rowe Price Small Cap Value Fund (which owned
650,000 shares, representing 7.5% of the shares
outstanding), for which Price Associates serves as
investment adviser with power to direct investments and/or
sole power to vote the securities. Under Securities and
Exchange Commission rules, Price Associates is deemed to be
a beneficial owner of such securities; however, Price
Associates disclaims beneficial ownership of such
securities.
<PAGE 8>
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 59 1993
and Chief Executive Officer
Jim W. Henderson Executive Vice President, 50 1993
Assistant Treasurer and Director
Kenneth E. Hill Executive Vice President and 59 1993
Director
Samuel P. Bell, III Director 57 1993
Bradley Currey, Jr. Director 66 1995
Bruce G. Geer(1) Director 49 1991
Theodore J. Hoepner Director 55 1994
V. C. Jordan, Jr. Vice Chairman 66 ---
James A. Orchard Vice President, Chief Financial 36 ---
Officer and Treasurer
Laurel L. Grammig Vice President, Secretary and 38 ---
General Counsel
</TABLE>
_______________
(1) Mr. Geer is not standing for re-election as a director at
the Meeting.
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 on
the Board of Directors of the Florida Residential Property and
Casualty Joint Underwriting Association, SunTrust Banks, Inc.,
SunTrust Bank, East Central Florida, N.A., International Speedway
Corporation, The FPL Group, Inc., BellSouth Corporation, Rock-
Tenn Company, and First Floridian Auto and Home Insurance
Company. He also serves on the Board of Trustees of Stetson
University.
<PAGE 9>
JIM W. HENDERSON. Mr. Henderson served as Senior Vice
President of the Company since April 1993, and was elected
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.
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 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. Mr.
Geer served as a consultant to the Company from September 1, 1995
through December 31, 1995, and will serve as a director until the
date of the Meeting. He served as Chief Financial Officer of the
Company from 1982 to 1988. He is currently a director of Health
Care Insurers, Inc., a property and casualty insurance agency
based in Colorado Springs, Colorado, and a director of Steadman
Insurance Group, an employee benefits insurance agency based in
Sarasota, Florida.
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.
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 L. GRAMMIG. Ms. Grammig has been Secretary and General
Counsel of the Company since January 1994, and she became a Vice
President in April 1994. She was a partner
<PAGE 10>
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 1996, the Company's Board of Directors held five
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, Bradley Currey, Jr., Bruce G. Geer and Theodore J.
Hoepner. 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
"Executive Compensation _ 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 is responsible for
administering the Company's Amended 1989 Stock Option Plan, the
1990 Employee Stock Purchase Plan, and the Stock Performance
Plan. The Compensation Committee met four times in 1996.
The members of the Audit Committee currently are Theodore J.
Hoepner (Chairman), Samuel P. Bell, III, J. Hyatt Brown, Bradley
Currey, Jr., and Bruce G. Geer. The duties of the Audit
Committee, which met four times during 1996, 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 1996. 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.
<PAGE 11>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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 outstanding shares
of 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 Form 5s were required to be filed
by those persons, the Company believes that during 1996, its
officers, directors and ten percent beneficial owners timely
complied with all applicable filing requirements, except as
described below. Mr. Jordan, the Company's Vice Chairman, missed
the deadline for filing one Form 4 with respect to one
transaction that occurred in September 1996. Mr. Jordan reported
his subject transaction in December 1996. Mr. Jordan's Form 5,
filed in February 1997, also inadvertently omitted certain
required information on gifts of stock made by Mr. Jordan in
December 1996. An amended filing was made in March 1997. Mr.
Geer, a director, was late in filing Form 4s with respect to
three transactions: one in May 1996, one in September 1996 and
one in October 1996. In the first two cases, the Form 4 was
filed one day after its due date and in the last case the Form 4
was filed three days after its due date.
<PAGE 12>
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, 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
_________________________________
Other All Other
Name and Annual Compen-
Principal Compen- sation
Position Year Salary($) Bonus($) sation($) ($) (1)
______________________________________________________________________________
<S> <C> <C> <C> <C> <C>
J. Hyatt Brown 1996 377,000 187,450 --- 6,000
Chairman of the Board 1995 342,350 163,500 --- 6,000
President & Chief 1994 342,350 150,000 --- 6,000
Executive Officer
Jim W. Henderson 1996 247,500 144,000 --- 6,000
Executive Vice President 1995 225,000 136,000 --- 6,000
1994 210,066 92,000 --- 6,000
Kenneth E. Hill 1996 309,753 --- 220,068(2) 6,000
Executive Vice President 1995 320,221 --- 118,000(2) 6,000
1994 271,794 207,180 86,150(2) 6,000
James A. Orchard 1996 95,500 36,800 --- 5,292
Vice President, Chief 1995 81,677 32,000 --- 4,547
Financial Officer & 1994 75,000 15,000 --- ---
Treasurer
Laurel L. Grammig 1996 105,000 35,000 --- 5,600
Vice President, Secretary 1995 100,000 25,000 --- 5,000
& General Counsel 1994 92,000 12,500 --- ---
</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."
Option Grants in 1996
No stock options were granted to the Named Executive Officers in 1996.
<PAGE 13>
AGGREGATE OPTION EXERCISES IN 1996 AND DECEMBER 31, 1996 OPTION VALUES
None of the Named Executive Officers exercised Company stock
options during the year ended December 31, 1996, and none of the
Named Executive Officers held unexercised Company stock options
as of December 31, 1996.
LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR
The Company adopted a Stock Performance Plan in 1996.
Grants of stock under the Stock Performance Plan are intended to
provide an incentive for key employees to achieve long-range
performance goals of the Company, generally by providing
incentives to remain with the Company for a long period after the
grant date and by tying the vesting of the grant to appreciation
of the Company's stock price. The table below sets forth the
number of shares of performance stock granted to the Named
Executive Officers in 1996 and the criteria for vesting.
<TABLE>
<CAPTION>
Performance or Other Period
Name Number of Shares(1)(2) Until Maturation or Payout(3)
____ ________________________ __________________________
<S> <C> <C>
J. Hyatt Brown --- ---
Jim W. Henderson 10,000 15 years
Kenneth E. Hill --- ---
James A. Orchard 2,000 15 years
Laurel L. Grammig 2,000 15 years
</TABLE>
________________
(1) None of the shares of performance stock granted to the Named
Executive Officers has vested as of the date of this Proxy
Statement. In order for the grants described above to fully
vest, the grantee would have to remain with the Company for
a period of 15 years from the date of grant (subject to the
exceptions set forth in footnote (3) below) and the
Company's stock price would have to appreciate at a rate of
20% per year for the five-year period beginning on the grant
date in 1996. For each 20% increase in the Company's stock
price within such five-year period, dividends will be
payable to the grantee on 20% of the shares granted to him
or her and the grantee will have the power to vote such
shares. The grantee will not have any of the other indicia
of ownership (e.g., the right to sell or transfer the
shares) until such shares are fully vested.
(2) The dollar values of the grants to Mr. Henderson, Mr.
Orchard and Ms. Grammig on the date of grant were $248,750,
$49,750 and $49,750, respectively. These values represent
the number of shares granted multiplied by the closing
market price of the Company's common stock on The Nasdaq
Stock Market on the date of grant. The number of shares
shown in the table represents all of the shares of
performance stock granted to the Named Executive Officers as
of December 31, 1996. The dollar values of all shares of
performance stock granted to the Named Executive Officers as
of December 31, 1996 were $265,000 for Mr. Henderson and
$53,000 for each of Mr. Orchard and Ms. Grammig.
(3) If the grantee's employment with the Company were to
terminate before the end of the 15-year vesting period, such
grantee's interest in his or her shares would be forfeited
unless (i) the grantee has attained age 64, (ii) the
grantee's employment with the Company terminates as a result
of his or her death or disability, or (iii) the Compensation
Committee, in its sole and absolute discretion, waives the
conditions of the grant of performance stock.
<PAGE 14>
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 advance 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, each agreement
prohibits the 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.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Company's Compensation Committee during
1996 were Samuel P. Bell, III (Chairman), J. Hyatt Brown, Bradley
Currey, Jr., Bruce G. Geer and Theodore J. Hoepner. Mr. Brown is
the Company's Chairman, President and Chief Executive Officer.
Mr. Geer was formerly an Executive Vice President and Chief
Financial Officer of the Company.
Samuel P. Bell, III is a shareholder of the law firm of Cobb
Cole & Bell, which performed services for the Company during
1996. That firm has performed and is expected to continue to
perform legal services for the Company during 1997.
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 a director of the Company and a member of the Company's
Compensation Committee. During 1996, the Company received fees
and commissions from Rock-Tenn Company aggregating approximately
$1,129,000.
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 1997 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., and a director of
SunTrust Bank, East Central Florida, N.A.
<PAGE 15>
Bruce G. Geer, a director of the Company and a member of the
Compensation Committee, is also a director and shareholder of
Health Care Insurers, Inc. ("HCI"). HCI acquired substantially
all of its assets from the Company pursuant to an asset purchase
agreement dated April 1, 1996. HCI's business had previously
been conducted by a subsidiary of the Company. The purchase
price for the HCI assets was $1,020,000, plus an amount equal to
15% of the amount, if any, by which HCI's total revenues during
the twelve-month period ending on March 31, 1997 exceeds
$900,000. The purchase price and other terms of the HCI sale
were negotiated at arm's length and approved by the Board of
Directors (other than Mr. Geer, who did not participate in the
vote or the discussion) after full disclosure of Mr. Geer's
interest. The Company believes that the terms of the transaction
were at least as favorable as those that could have been obtained
from an unrelated third-party purchaser.
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 Bonuses. Bonuses for managers of the Company's
Retail Division profit centers are established by the profit
center manager from a bonus pool allocated to that manager's
profit center through a pre-determined formula. For 1996, in
each Retail Division profit center, the aggregate annual bonuses
to be allocated among the employees of that profit center could
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
<PAGE 16>
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
based on a subjective allocation of the aggregate profit center bonus
earned by the Daytona Beach retail profit center.
The bonuses for the executive officers who are not profit
center managers are proposed by the Chief Executive Officer based
primarily on objective criteria, such as the earnings growth of
the Company as a whole or of the profit center in which such
officer is located, and a subjective analysis of the officer's
duties and performance. The proposed bonuses are reviewed by the
Committee and either approved or revised.
Long-Term Compensation. The Committee may also grant
incentive stock options and/or performance stock to officers and
other key employees based upon salary levels, sales production
levels and performance evaluations. No stock options were
granted to executive officers in 1996. Grants of performance
stock were made in 1996 to certain of the Named Executive
Officers, as well as to other non-executive employees of the
Company. See "Executive Compensation -- Long-Term Incentive Plans
- - -- Awards in Last Fiscal Year."
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 full Board of
Directors and responds to questions, if any. At that time, the
Board may change salary levels or bonus amounts.
The $187,450 bonus recommended by the Committee (excluding
Mr. Brown, who did not participate in this determination) and
approved by the Board (excluding Mr. Brown) is 15% higher than
Mr. Brown's 1995 bonus. This increase reflects the 15% increase
in the Company's earnings per share over 1995. Mr. Brown's 1996
salary was 10% higher than his 1995 salary. The Compensation
Committee approved this 10% increase because due to an
administrative oversight, the 5% salary increase approved for
1995 was not implemented. Therefore, the increase in 1996 was
intended to reflect a 5% per year increase from his 1994 salary.
<PAGE 17>
The financial performance of the Company during 1996 was at
the expected budgeted levels, and the Committee took this into
consideration in establishing compensation levels.
COMPENSATION COMMITTEE
Samuel P. Bell, III (Chairman)
J. Hyatt Brown
Bradley Currey, Jr.
Bruce G. Geer
Theodore J. Hoepner
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, 1996, for purposes of arriving
at a peer group average. The total return calculations are based
upon an assumed $100 investment on December 31, 1991, with all
dividends reinvested.
<TABLE>
<CAPTION>
1991 1992 1993 1994 1995 1996
___________________________________________________
<S> <C> <C> <C> <C> <C> <C>
Poe & Brown, Inc. 100 142.92 155.70 191.66 221.97 239.95
NASDAQ Stock Market 100 116.38 133.60 130.59 184.54 227.14
(U.S.)
Peer Group of Insurance 100 119.23 111.84 112.35 128.21 145.04
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.
<PAGE 18>
PROPOSAL 1 - ELECTION OF DIRECTORS
Bruce G. Geer has indicated to the Company that he does not
intend to stand for re-election to the Board of Directors.
Accordingly, the Board took action in January 1997 to reduce the
size of the Board of Directors from seven to six members,
effective on the date of the Meeting.
The six nominees for election as directors at the Meeting
are J. Hyatt Brown, Samuel P. Bell, III, Bradley Currey, Jr., 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.
INFORMATION CONCERNING INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Effective October 9, 1995, the Company appointed Arthur
Andersen LLP as its independent accountants. The Company's Audit
Committee recommended the appointment, which was approved by the
Board of Directors. 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 1994 contained no adverse opinion or
disclaimer of opinion, and was not qualified or modified as to
uncertainty, audit scope or accounting principles. During 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
current 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.
PROPOSALS OF SHAREHOLDERS
Proposals of shareholders intended for presentation at the
1998 annual meeting must be received by the Company on or before
November 21, 1997, in order to be included in the Company's proxy
statement and form of proxy for that meeting.
<PAGE 19>
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, 1996,
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: Corporate
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 L. GRAMMIG
Laurel L. Grammig
Secretary
Tampa, Florida
March 21, 1997
<PAGE 20>
POE & BROWN, INC.
220 South Ridgewood Avenue 401 East Jackson Street, Suite 1700
Daytona Beach, Florida 32114 Tampa, Florida 33602
PROXY
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Laurel L. Grammig 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 7, 1997, at the Annual Meeting
of Shareholders to be held on April 30, 1997, or any adjournments
thereof.
<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
below (except as marked to the to vote for all nominees
contrary below) [ ] listed 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.;
Jim W. Henderson; Kenneth E. Hill; Theodore J. Hoepner
2. 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 PROPOSAL 1.
Please sign exactly as name
appears at left. When shares
are held by joint tenants,
both should sign. When signing
as attorney, 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 ______________________, 1997
_______________________________________
Signature
______________________________________
Signature if held jointly
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
