<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:
[ X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] 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)(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:
_________________________________________________
(4) Date Filed:
_________________________________________________
<PAGE 2>
[Insert Company Logo]
March __,1998
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 29, 1998, 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,
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 29, 1998
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 29, 1998, at 9:00 a.m., for the
following purposes:
1. To elect eight (8) directors;
2. To approve a proposal to amend the Company's
Articles of Incorporation to increase the number of
shares of the Company's authorized common stock from
18,000,000 to 70,000,000;
3. To approve an amendment to the Company's 1990
Employee Stock Purchase Plan to reserve an additional
375,000 shares of common stock for issuance thereunder;
4. To approve an amendment to the Company's Stock
Performance Plan to reserve an additional 300,000
shares of common stock for issuance thereunder;
5. 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 6, 1998 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
Laurel L. Grammig
Secretary
Tampa, Florida
March __, 1998
<PAGE 4>
PRELIMINARY COPY
POE & BROWN, INC.
PROXY STATEMENT
ANNUAL MEETING AND PROXY SOLICITATION INFORMATION
This Proxy Statement is first being sent to shareholders on
or about March __, 1998 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 29, 1998, and at any
adjournment thereof (the "Meeting"). The close of business on
March 6, 1998 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 13,188,748 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 and each of the other
proposals 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.
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 or any of the other
proposals. 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 6, 1998,
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 of Beneficial Owner Beneficial Ownership(1)(2) Percent
________________________ ___________________________ _______
<S> <C> <C>
J. Hyatt Brown(3) 2,800,066 21.2%
220 South Ridgewood Avenue
Daytona Beach, Florida 32114
Samuel P. Bell, III(4) 1,500 *
Bradley Currey, Jr. (5) 37,500 *
Jim W. Henderson(6) 121,837 *
Kenneth E. Hill(7) 6,048 *
Theodore J. Hoepner 1,500 *
David H. Hughes 1,500 *
Jan E. Smith 1,905 *
William A. Zimmer 2,497 *
Laurel L. Grammig 7,644 *
T. Rowe Price Associates, Inc.(8) 1,497,900 11.4%
100 E. Pratt Street
Baltimore, MD 21202
All directors and executive
officers as a group (10 persons) 2,981,997 22.6%
________________
*Less than 1%
</TABLE>
(1) 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. All
share numbers reflect a three-for-two stock split effected
by the Company on February 27, 1998.
(2) 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, 1997: Mr.
Henderson - 50,071; Ms. Grammig - 2,382; all directors and
officers as a group - 52,453. The number and percentage of
shares owned by the following persons include the indicated
number of shares which such persons have been granted under
the Company's Stock Performance Plan as of December 31, 1997
and which have satisfied the first condition for vesting:
Mr. Henderson - 15,000; Ms. Grammig - 3,000; Mr. Zimmer -
2,184; all officers and directors as a group - 20,184.
These Stock Performance Plan shares have voting rights, but
the holders thereof have no power to sell or dispose of the
shares, and the shares are subject to forfeiture. See
"Executive Compensation - Long-Term Incentive Plans - Awards
in Last Fiscal Year."
(3) Mr. Brown's ownership includes 72,334 shares owned by a son
sharing his household, as to which beneficial ownership is
disclaimed. Mr. Brown owns 2,727,732 shares in joint tenancy
with his wife, and these shares have shared voting and
investment power.
(4) All shares are held in joint tenancy with Mr. Bell's wife,
and these shares have shared voting and investment power.
(5) Mr. Currey's ownership includes 36,000 shares held of record
by his Individual Retirement Account.
(6) Mr. Henderson's ownership includes 1,500 shares owned by a
daughter sharing his household, as to which beneficial
ownership is disclaimed.
(7) All shares are owned by Mr. Hill's spouse, and he disclaims
beneficial ownership of these shares.
<PAGE 7>
(8) 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
979,350 shares, representing 7.4% 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.
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
Executive Officer 60 1993
Jim W. Henderson Executive Vice President, 51 1993
Assistant Treasurer and
Director
Kenneth E. Hill Executive Vice President and 60 1993
Director
Samuel P. Bell, III Director 58 1993
Bradley Currey, Jr. Director 67 1995
Theodore J. Hoepner Director 56 1994
David H. Hughes Director 54 1997
Jan E. Smith Director 58 1997
William A. Zimmer Vice President, Chief 31 ---
Financial Officer and
Treasurer
Laurel L. Grammig Vice President, Secretary 39 ---
and General Counsel
</TABLE>
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
<PAGE 8>
Company, and First Floridian Auto and Home Insurance
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 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 has been a shareholder of the
law firm of Pennington, Moore, Wilkinson, Bell & Dunbar, P.A.
since January 1, 1998 and also serves as Of Counsel to the law
firm of Cobb, Cole & Bell. Prior to that, he was a shareholder
and managing partner 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.
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.
David H. Hughes. Mr. Hughes became a director of the
Company on October 30, 1997. He has been President of Hughes
Supply, Inc. since 1972, and has served as Chief Executive
Officer since 1974 and Chairman of the Board of Directors since
1986. Mr. Hughes is a member of the Board of Directors of
SunTrust Banks, Inc., Orlando Regional Healthcare Systems, Arnold
Palmer Children's Hospital, Florida Tax Watch and Accord
Industries.
Jan E. Smith. Mr. Smith was elected to the Board of
Directors on October 30, 1997. He has served as President of Jan
Smith & Company, a commercial real estate and business investment
firm, since 1978. Mr. Smith is also the managing general partner
of Ramblers Rest Resort, Ltd., a recreational vehicle park in
Venice, Florida, and President of Travel Associates, Inc., which
owns and operates Trexler World Travel Service in Charlotte,
North Carolina. Mr. Smith also serves on the Board of Directors
of SunTrust Bank, Gulf Coast.
<PAGE 9>
William A. Zimmer. Mr. Zimmer has been Vice President,
Chief Financial Officer and Treasurer of the Company since May
1997. Before joining the Company in 1996 as Assistant Vice
President of Finance, Mr. Zimmer was an Audit Manager with Price
Waterhouse LLP in Milwaukee, Wisconsin from 1989 to 1996.
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 of the law
firm of Holland & Knight from 1991 through 1993.
Meetings of the Board of Directors and Standing Committees
During 1997, 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., Theodore J. Hoepner, David H. Hughes
and Jan E. Smith. 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
1997.
The members of the Audit Committee currently are Theodore J.
Hoepner (Chairman), Samuel P. Bell, III, Bradley Currey, Jr.,
David H. Hughes and Jan E. Smith. The duties of the Audit
Committee, which met four times during 1997, 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 annual 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
$3,000 for each Board meeting attended in person and $1,500 for
each Board meeting attended by telephone. Directors receive
$1,500 for each committee meeting attended if such meetings occur other
than in conjunction with regularly scheduled quarterly Board meetings.
In addition, directors are eligible to receive grants
of stock options under the Company's Amended 1989 Stock Option Plan. No option
<PAGE 10>
grants were made to directors in 1997.
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.
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 1997, its
officers, directors and ten percent beneficial owners timely
complied with all applicable filing requirements.
<PAGE 11>
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"), as well
as the Company's former Chief Financial Officer, for services
rendered to the Company for each of the three years in the period
ended December 31, 1997.
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation
____________________________
Other All Other
Name and Annual Compen-
Principal Compen- sation
Position Year Salary($) Bonus($) sation($)(1) ($)(2)
_________ ____ _________ ________ ____________ ________
<S> <C> <C> <C> <C> <C>
J. Hyatt Brown 1997 396,200 218,942 --- 6,400
Chairman of the 1996 377,000 187,450 --- 6,000
Board, President 1995 342,250 163,500 --- 6,000
& Chief Executive
Officer
Jim W. Henderson 1997 271,936 148,000 --- 6,400
Executive Vice 1996 247,500 144,000 --- 6,000
President 1995 225,000 136,000 --- 6,000
Kenneth E. Hill 1997 251,120 --- 250,874(3) 6,400
Executive Vice 1996 309,753 --- 220,068(3) 6,000
President 1995 320,221 --- 118,000(3) 6,000
Laurel L. Grammig 1997 115,000 40,880 --- 5,993
Vice President, 1996 105,000 35,000 --- 5,600
Secretary & General 1995 100,000 25,000 --- 5,000
Counsel
William A. Zimmer 1997 84,670 25,000 --- 3,435
Vice President, 1996(4) 9,519 1,200 --- ---
Chief Financial
Officer & Treasurer
James A. Orchard(5) 1997 110,850 --- --- 5,906
Former Vice 1996 95,500 36,800 --- 5,292
President, Chief 1995 81,677 32,000 --- 4,547
Financial Officer
& Treasurer
</TABLE>
__________
(1) See "Executive Compensation _ Long-Term Incentive Plans _
Awards in Last Fiscal Year" for a discussion of 1997 Stock
Performance Plan grants.
(2) Amounts represent the Company's profit sharing and 401(k)
plan matching contributions.
(3) Represents annual amounts accrued related to the deferred
compensation agreement for Mr. Hill. See "Executive
Compensation _ Employment and Deferred Compensation
Agreements."
(4) Mr. Zimmer joined the Company in November 1996.
(5) Mr. Orchard resigned his executive positions with the
Company effective April 30, 1997.
<PAGE 12>
Option Grants in 1997
No stock options were granted to the Named Executive Officers in 1997.
Aggregate Option Exercises in 1997 and December 31, 1997 Option Values
None of the Named Executive Officers exercised Company stock
options during the year ended December 31, 1997, and none of the
Named Executive Officers held unexercised Company stock options
as of December 31, 1997.
Long-Term Incentive Plans _ Awards in Last Fiscal Year
Grants of stock under the Company's 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 1997 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 --- ---
Kenneth E. Hill --- ---
William A. Zimmer 2,730 15 years
Laurel L. Grammig --- ---
</TABLE>
________________
(1) None of the shares of performance stock granted to Mr.
Zimmer has vested as of the date of this Proxy Statement. In
order for the grants described above to fully vest, Mr.
Zimmer 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 1997.
For each 20% increase in the Company's stock price within
such five-year period, dividends will be payable to Mr.
Zimmer on 20% of the shares granted to him and Mr. Zimmer
will have the power to vote such shares. Mr. Zimmer 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. As of March 6, 1998, Mr. Zimmer had acquired
dividend and voting rights with respect to 2,184 of these
shares.
(2) The dollar value of the grant to Mr. Zimmer on the date of
grant was $50,500. This value represents the number of
shares granted multiplied by the closing market price of the
Company's common stock on The Nasdaq Stock Market, where the
Company shares were then traded, on the date of grant.
(3) If Mr. Zimmer's employment with the Company were to
terminate before the end of the 15-year vesting period, Mr.
Zimmer's interest in his shares would be forfeited unless
(i) his employment with the Company terminates as a result
of his death or disability, or (ii) the Compensation
Committee, in its sole and absolute discretion, waives the
conditions of the grant of performance stock.
<PAGE 13>
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 agreement provides that upon Mr.
Hill's death, retirement, disability or other termination of
employment, $2,891,106 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, 1998. If such
an event occurs after March 31, 1998, the amount to be paid to
Mr. Hill shall be the greater of $3,307,761 or an amount that
varies based on the price of the Company's common stock.
Compensation Committee Interlocks and Insider Participation
The members of the Company's Compensation Committee during
1997 were Samuel P. Bell, III (Chairman), J. Hyatt Brown, Bradley
Currey, Jr., Theodore J. Hoepner, David H. Hughes and Jan E.
Smith. Mr. Brown is the Company's Chairman, President and Chief
Executive Officer.
During 1997, Samuel P. Bell, III was a shareholder of the
law firm of Cobb Cole & Bell, which performed services for the
Company in 1997. That firm is expected to continue to perform
legal services for the Company during 1998.
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 1997, the Company received fees
and commissions from Rock-Tenn Company aggregating approximately
$1,282,000.
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 1998 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.
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
<PAGE 14>
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 1997, in
each Retail Division profit center, the aggregate annual bonuses
to be allocated among the employees of that profit center ranged
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 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 shares of performance stock to
officers and other key employees based upon salary levels, sales
<PAGE 15>
production levels and performance evaluations. No stock options
were granted to executive officers in 1997. Grants of
performance stock were made in 1997 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 $218,942 bonus recommended by the Committee (excluding
Mr. Brown, who did not participate in this determination) and
approved by the Board (excluding Mr. Brown) is 16.8% higher than
Mr. Brown's 1996 bonus. This increase reflects the 16.8%
increase in the Company's earnings per share over 1996. Mr.
Brown's 1997 salary was 5.1% higher than his 1996 salary.
The financial performance of the Company during 1997 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.
Theodore J. Hoepner
David H. Hughes
Jan E. Smith
<PAGE 16>
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,
the Standard & Poor's 500 Index, and a group of peer insurance
broker and agency companies (Aon Corporation, Arthur J. Gallagher
& Co., Hilb, Rogal and Hamilton Company, and Marsh & McLennan
Companies, Inc.). The returns of the companies have been
weighted according to their respective stock market
capitalizations as of January 1, 1997, for purposes of arriving
at a peer group average. The total return calculations are based
upon an assumed $100 investment on December 31, 1992, with all
dividends reinvested.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
1992 1993 1994 1995 1996 1997
____ ____ ____ ____ ____ ____
Poe & Brown, Inc. 100 109.10 134.80 156.45 169.25 280.89
NASDAQ Stock Market (U.S.) 100 114.79 112.21 158.56 195.17 237.40
S&P 500 Index 100 107.06 105.41 141.37 170.01 222.72
Peer Group of Insurance
Agents and Brokers 100 94.40 95.63 130.17 157.39 220.60
</TABLE>
The Company's common stock traded on The Nasdaq Stock Market
until December 8, 1997, when the Company effected a listing of
the stock on the New York Stock Exchange. The Nasdaq Stock Market
(U.S.) Index is included in the graph above for transitional
purposes. Henceforth, the Company will report the Standard &
Poor's 500 Index in the performance graph. In the peer group
index, Aon Corporation has replaced Alexander & Alexander
Services, Inc. ("A&A"), which had previously appeared in the
index. Aon Corporation acquired A&A in 1997.
The Company cautions that the stock price performance shown
in the graph should not be considered indicative of potential
future stock price performance.
<PAGE 17>
PROPOSAL 1 - ELECTION OF DIRECTORS
The eight 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, Theodore J. Hoepner, David H.
Hughes and Jan E. Smith. 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. If elected, each of the nominees will serve
a one-year term until the next Annual Meeting of Shareholders.
Approval of the election of directors will require a
plurality of the votes cast at the Meeting, provided a quorum is
present. 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 expected that the
resulting vacancy will not immediately be filled. The Board has
no reason to believe that any of the nominees will be unable or
unwilling to serve if elected.
PROPOSAL 2 - AMENDMENT TO ARTICLES OF INCORPORATION TO
INCREASE AUTHORIZED SHARES OF COMMON STOCK
Description of Proposed Amendment
The Board of Directors of the Company has adopted an
amendment to the Company's Articles of Incorporation to increase
the number of shares of common stock, $.10 par value, authorized
for issuance from 18,000,000 shares to 70,000,000 shares. The
Board of Directors has directed that such proposed amendment be
submitted to the shareholders of the Company at the Meeting for
their approval.
Reasons for the Proposed Amendment
The number of authorized shares of common stock of the
Company is currently 18,000,000 shares. As of March 6, 1998,
13,188,748 shares of common stock were outstanding and 706,983
shares were reserved for issuance pursuant to the Company's
employee stock plans, leaving 4,104,269 unissued shares not
reserved.
The Board believes that it is prudent to have additional
authorized shares of common stock readily available for issuance
in connection with possible future acquisition transactions and
financings, as well as for issuance under employee benefit plans
and for other general corporate purposes. The proposed amendment
would also provide a reserve of shares available for issuance in
connection with possible stock splits or stock dividends.
Currently, the Company has no commitments requiring the
issuance of additional shares of common stock for these or other purposes,
other than possible future issuances pursuant to existing share reservations
for the Company's employee stock plans. However, the Company is
<PAGE 18>
continually involved in discussions with third parties concerning
possible acquisitions, some of which could involve the issuance of
additional shares. In addition, the Board of Directors has appointed
a special committee to evaluate whether it would be in the Company's
interests to adopt a shareholder rights plan. Such a plan could
provide management with an enhanced capacity to counteract the
efforts of unfriendly tender offerors through the issuance of
additional securities. A rights plan could also strengthen the
ability of the Board to resist undesirable takeovers and provide
maximum value for the Company's shareholders. No decision has
yet been made concerning whether to enact such a plan.
Having additional authorized shares of common stock
available for issuance in the future would allow the Board of
Directors to issue shares in acquisitions and through public and
private sales of securities without the delay and expense
associated with seeking shareholder approval (other than
shareholder approval required by applicable laws or the rules of
the New York Stock Exchange or any other national securities
exchange on which shares of the Company's common stock are then
listed). Elimination of such delays and the expense occasioned
by the necessity of obtaining shareholder approval will better
enable the Company to engage in acquisitions and take advantage
of changing market and financial conditions on a more competitive
basis, as determined by the Board of Directors.
Vote Required And Board Recommendation
Approval of the proposed amendment requires the affirmative
vote of owners of a majority of the outstanding shares of the
Company's common stock entitled to vote in person or by proxy at
the Meeting, at which a quorum is present and voting. The Board
of Directors unanimously approved the amendment and recommends
that shareholders vote FOR the proposal to amend the Articles of
Incorporation.
PROPOSAL 3 - AMENDMENT TO 1990 EMPLOYEE STOCK PURCHASE PLAN
General
On January 16, 1998, the Company's Board of Directors
amended the 1990 Employee Stock Purchase Plan (the "Purchase
Plan") and approved submission of the amendment to the
shareholders for their approval. The Purchase Plan was initially
adopted by the Board of Directors and approved by the
shareholders in 1990. The amendment to the Purchase Plan
increases the number of shares available for purchase under the
Purchase Plan from 375,000 to 750,000 shares. A copy of the
Purchase Plan may be obtained upon written request to the
Company's Corporate Secretary at the address listed on page
______.
Plan Description
The following summary describes the principal features of the
Purchase Plan. The purpose of the Purchase Plan is to advance the
interests of the Company and its shareholders by facilitating the
acquisition and ownership of shares of common stock of the Company by
<PAGE 19>
employees of the Company so that their proprietary interests in the
Company's continued success and their continuance as employees may
be encouraged.
The Purchase Plan is administered by the Compensation
Committee of the Board of Directors (the "Committee"). Once
during each successive period of twelve calendar months, the
Company may make offerings to eligible employees to purchase
shares of the Company's common stock under the Purchase Plan.
With respect to each such offering, the Committee specifies a
calendar month in which eligible employees may elect to
participate in an offering (the "Offering Period") and the
maximum number of shares that may be purchased under the offering
by all eligible employees.
Any person who is employed by the Company on the first day
of the Offering Period other than (a) an employee whose customary
employment is 20 hours or less per week, and (b) an employee
whose customary employment is for not more than 5 months in any
calendar year, is eligible to participate in the Purchase Plan
beginning on the first day of the month following that person's
completion of 30 days employment with the Company. Directors who
are not officers or employees of the Company are not eligible to
participate in the Purchase Plan. In addition, no employee may
subscribe for any shares under the Purchase Plan if such
employee, immediately after such subscription, would own shares
possessing 5% or more of the total combined voting power or value
of all classes of stock of the Company. It is estimated that as
of December 31, 1997, approximately 1,000 individuals were
eligible to participate in the Purchase Plan.
All eligible employees may purchase shares during the twelve
calendar months beginning on the first day of the calendar month
immediately following the Effective Date (the "Purchase Period").
The Effective Date is the tenth business day of the first
calendar month immediately following the Offering Period
specified by the Committee. The purchase price for shares under
any offering is 85% of the lesser of (a) the fair market value of
the shares as of the Effective Date (the "Initial Offering
Price"), or (b) the fair market value of the shares as of the
last business day of the Purchase Period (the "Alternate Offering
Price"). As of March 6, 1998, the closing price for shares of
the Company's common stock on the New York Stock Exchange (the
"NYSE") was $38.00 per share.
Eligible employees may subscribe to purchase shares by
authorizing payroll deductions of not less than $2.00 per pay
period and not exceeding 10% of the employee's base pay. Payroll
deductions are made in approximately equal amounts for each
employee's pay period, which shall aggregate the purchase price
of the shares subject to subscription based on the Initial
Offering Price.
Subject to restrictions imposed by applicable law, if the
total number of shares that all eligible employees elect to
purchase under any offering exceeds the shares available for
purchase under that offering, the Committee makes a pro rata
allocation of all of the available shares among such
participating employees, based upon the ratio that the dollar
amount of each employee's subscription bears to the aggregate
dollar amount of all participating employees' subscriptions.
<PAGE 20>
The Board of Directors may amend or terminate the Purchase
Plan at any time, except that the Board may not, without
shareholder approval, (a) increase the maximum number of shares
that may be purchased under the Purchase Plan, (b) reduce the
purchase price per share, or (c) make any change or addition that
is inconsistent with the requirements of applicable tax laws. No
amendment of the Purchase Plan, without the consent of the holder
of any outstanding subscription, may materially and adversely
affect such participating employee's rights with respect to such
subscription.
Because the purchase of shares under the Purchase Plan is
discretionary with all eligible employees and the valuation date
for the Company's securities under the Purchase Plan occurs at a
future date, the actual benefit or amounts that may be received
by or allocated to Company employees under the Purchase Plan
cannot be determined. Therefore, it would not be meaningful to
include information as to the amount or value of shares that
would be distributable to all employees, or to groups of
employees, or to any particular employee.
Vote Required and Board Recommendation
Of the 375,000 shares currently reserved under the Purchase
Plan, only 64,510 shares remained available for issuance as of
March 6, 1998. The Board of Directors believes that these shares
will be exhausted within the next two years and has adopted an
amendment to increase the number of shares that may be issued
under the Purchase Plan to 750,000. In all other respects, the
Purchase Plan will remain unchanged. The proposed amendment will
be approved if the votes cast by holders of shares represented at
the Meeting and entitled to vote favoring approval of the
amendment exceed the votes cast opposing approval of the
amendment. The Board of Directors unanimously approved the
amendment to the Purchase Plan and recommends a vote FOR the
proposal to approve the amendment.
PROPOSAL 4 - AMENDMENT TO STOCK PERFORMANCE PLAN
General
On January 16, 1998, the Company's Board of Directors
amended the Company's Stock Performance Plan (the "Performance
Plan") and approved submission of the amendment to the
shareholders for their approval. The Performance Plan was
initially adopted by the Board of Directors in 1995 and approved
by the shareholders in 1996. The amendment to the Performance
Plan increases the number of shares available for issuance under
the Performance Plan from 600,000 to 900,000. A copy of the
Performance Plan may be obtained upon written request to the
Company's Corporate Secretary at the address listed on page
_____.
<PAGE 21>
Plan Description
The following summary describes the principal features of
the Performance Plan. The purpose of the Performance 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 Performance Plan is administered by the Compensation
Committee of the Board of Directors (the "Committee"). Any full-
time salaried employee of the Company is eligible to receive a
grant of shares of the Company's common stock under the
Performance Plan ("Performance Stock"). Although the Performance
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 key to the successful
operation of the Company. As of December 31, 1997, the Company
had 1,082 full-time equivalent employees, all of whom (other than
Committee members) were eligible to participate in the
Performance Plan.
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.
In its discretion, the Committee may make a grant of
Performance Stock 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 in the past have related
to objective standards for stock price appreciation, but future
grants may also be tied to employment performance or other
factors.
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. An
employee will be allowed to exercise voting rights with respect
to a share of Performance Stock
<PAGE 22>
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
Performance Plan, and the certificate representing such shares
will then be transferred to such employee. Shares subject to the
Performance Plan 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 Performance Plan shall
again become available for issuance under the Performance Plan.
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
Performance 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. 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 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 of the
shares owned by Mr. Brown prior to his death.
The Performance Plan may be amended by the Board of
Directors, except that no amendment to the Performance 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
Performance Plan, (ii) to change the class of employees eligible
for grants of Performance Stock or to otherwise materially modify
the requirements as to eligibility for participation in the
Performance Plan, or (iii) to otherwise materially increase the
benefits accruing to employees under the Performance Plan.
The Board of Directors may suspend the granting of
Performance Stock under the Performance Plan at any time and may
terminate the Performance 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
<PAGE 23>
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 on or after
the earlier of the following dates: (i) the tenth anniversary of
the effective date of the Performance Plan, in which event the
Performance Plan will otherwise continue in effect until all
Performance Stock theretofore granted has been forfeited or the
conditions for nonforfeitability have been completely satisfied;
or (ii) the date on which all the shares of stock reserved for
issuance under the Performance Plan have, as a result of the
satisfaction of the conditions for nonforfeitability, been issued
or no longer are available for use under the Performance Plan, in
which event the Performance Plan also will terminate on such
date.
Because the employees chosen to participate in the
Performance 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 Performance Plan cannot be
determined. Therefore, it would not be meaningful to include
information as to the amount or value of shares that would be
distributable to all employees, or to groups of employees, or to
any particular employee.
Vote Required and Board Recommendation
Of the 600,000 shares currently reserved for issuance under
the Performance Plan, only 213,855 shares remained available for
grants as of March 6, 1998. The Board of Directors believes that
these shares may be exhausted within the next few years, and has
adopted an amendment to increase the number of shares that may be
issued under the Performance Plan to 900,000. In all other
respects, the Performance Plan will remain unchanged. The
amendment to the Performance Plan will be approved if the votes
cast by holders of shares represented at the Meeting and entitled
to vote favoring approval of the amendment exceed the votes cast
opposing approval of the amendment. The Board of Directors
unanimously approved the amendment to the Performance Plan and
recommends a vote FOR the proposal to amend the Performance Plan.
INFORMATION CONCERNING INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Representatives of Arthur Andersen LLP, independent public
auditors for the Company for fiscal 1997 and for the current
year, 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.
<PAGE 24>
PROPOSALS OF SHAREHOLDERS
Proposals of shareholders intended for presentation at the
1999 annual meeting must be received by the Company on or before
November 23, 1998, 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, 1997,
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
Laurel L. Grammig
Secretary
Tampa, Florida
March ___, 1998
<PAGE>
PRELIMINARY COPY
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
William A. Zimmer, 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 6, 1998, at the Annual
Meeting of Shareholders to be held on April 29, 1998, or any
adjournments thereof.
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the to vote for all
contrary below) nominees listed
below
(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;
David H. Hughes; Jan E. Smith
2. PROPOSAL TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO
INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
FROM 18,000,000 TO 70,000,000
FOR AGAINST ABSTAIN
3. PROPOSAL TO AUTHORIZE 375,000 ADDITIONAL SHARES OF COMMON
STOCK FOR ISSUANCE UNDER THE COMPANY'S EMPLOYEE STOCK
PURCHASE PLAN
FOR AGAINST ABSTAIN
4. PROPOSAL TO AUTHORIZE 300,000 ADDITIONAL SHARES OF COMMON
STOCK FOR ISSUANCE UNDER THE COMPANY'S STOCK PERFORMANCE
PLAN
FOR AGAINST ABSTAIN
5. 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 1-4.
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 ______________________, 1998
<PAGE>
_______________________________
Signature
_______________________________
Signature if held jointly
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING
THE ENCLOSED ENVELOPE.
<PAGE>
APPENDIX A
POE & BROWN, INC.
1990 EMPLOYEE STOCK PURCHASE PLAN
As amended, effective April 30, 1996
This Employee Stock Purchase Plan (hereafter referred to as
the "Plan") was adopted this 24th day of January, 1990, by Poe &
Brown, Inc. (formerly Poe & Associates, Inc.), a Florida
corporation, upon the following terms and conditions:
1. Definitions. Except as otherwise expressly provided in
this Plan, the following capitalized terms shall have the
respective meanings hereafter ascribed to them:
(a) "Alternate Offering Price" means 85% of the Fair
Market Value of the Shares as of the last business day of the
Purchase Period;
(b) "Base Pay" means an Employee's basic gross annual
salary (including commissions, but excluding overtime pay,
premium pay, bonuses, profit participation distributions, or
approved expenses) as of a date specified by the Committee,
projected on an annual basis;
(c) "Board" shall mean the Board of Directors of Poe;
(d) "Corporation" means Poe & Brown, Inc. (formerly
Poe & Associates, Inc.) and each and all of any present and
future subsidiaries;
(e) "Code" shall mean the Internal Revenue Code of
1986, as amended;
(f) "Committee" means the Employee Stock Purchase Plan
Committee described in Article 4 hereof, as such Committee shall
exist from time to time;
(g) "Effective Date" means the 10th business day of
the first calendar month immediately following the Offering
Period;
(h) "Employee" shall be an employee of the
Corporation;
(i) "Fair Market Value" during such time as the Shares
are not traded in any securities market shall be determined by a
good faith effort of the Board, using its best efforts and
judgment. During such time as the Shares are traded in a
securities market but not listed upon an established stock
exchange, the Fair Market Value per share shall be the mean
between dealer "bid" and "ask" prices in the securities market in
which it is traded, as reported by the National Association of
Securities Dealers, Inc. If the Shares are listed upon an
established stock exchange or on the National Market System of
the National Association of Securities Dealers Automated
Quotations System ("NASDAQ/NMS"), such Fair Market Value shall be
deemed to be the closing price on such stock exchange or on
NASDAQ/NMS, or if no sale of any Shares shall have been made on a
valuation date, on the next preceding day on which there was such a
<PAGE>
sale. Subject to the foregoing, the Board shall have full
authority and discretion in fixing Fair Market Value and shall be
fully protected in doing so;
(j) "Initial Offering Price" means 85% of the Fair
Market Value of the Shares on the Effective Date;
(k) "Offering Period" means the calendar month
specified by the Committee pursuant to Article 5 hereof;
(l) "Payroll Deduction Authorization Form" means the
form specified from time to time by the Committee whereby
eligible Employees elect to participate in an offering under the
Plan and to subscribe for a maximum number of Shares of Common
Stock;
(m) "Poe" shall mean Poe & Brown, Inc. (formerly Poe &
Associates, Inc.);
(n) "Purchase Period" means the period of 12
successive calendar months beginning on the first day of the
calendar month immediately following the Effective Date;
(o) "Shares" shall mean Poe & Brown, Inc.'s common
stock, par value $.10 per share, or other securities resulting
from an adjustment under Article 21 of this plan;
(p) "Subsidiary" shall mean any corporation that meets
the definition of "Subsidiary Corporation" contained in Section
425(f) of the Code.
2. Purpose. The purpose of this Plan is to advance the
interests of the Corporation and its stockholders, by
facilitating the acquisition and ownership of Shares of Poe, upon
the terms herein set forth, by Employees of the Corporation in
order that their proprietary interest in the Corporation's
continued success and their continuance as Employees of the
Corporation may be encouraged.
3. Shares Offered. The total number of Shares available
under the Plan shall be 375,000 Shares, which Shares may be
either authorized but unissued or reacquired Shares. If any
subscription or portion thereof shall expire, lapse, or terminate
for any reason without the rights under such subscription having
been exercised in full, the unpurchased Shares covered thereby
shall be added to the Shares otherwise available for offerings
under the Plan.
4. Administration. The Plan shall be administered by an
Employee Stock Purchase Plan Committee, which shall initially
consist of three persons appointed from time to time by the
Board, at least one of whom shall be a member of the Board. No
member of the Board or the Committee shall be liable for any
action, omission to act, or determination made in good faith.
Subject to the express provisions of the Plan, the Committee
shall have authority to make rules and regulations for the
administration of the Plan. The Committee may correct any defect
or supply any omission or reconcile any inconsistency in the Plan
in the manner and to the extent it shall deem expedient to carry it into
effect, and it shall be the sole and final judge of such expediency. Any
determination of the Committee concerning the matters referred to in this
<PAGE>
Article or the construction or interpretation by the Committee of any
provision of the Plan shall be conclusive unless otherwise determined
by the Board.
The Board may from time to time remove members from, or add
members to, the Committee. Vacancies on the Committee, however
caused, shall be filled by the Board. The Committee shall select
one of its members as chairman, and shall hold meetings at such
times and places as it may determine. A majority of the
Committee, acting at any meeting in which a quorum is present, or
acts reduced to or approved in writing by a majority of the
entire Committee, shall be the valid acts of the Committee.
5. Offerings. Once during each successive period of
twelve calendar months, commencing on the first day of the
Offering Period specified by the Committee for the first such
offering, the Corporation may make offerings to eligible
Employees to purchase Shares under the Plan. With respect to
each such offering, the Committee shall specify the Offering
Period and the maximum number of Shares that may be purchased
under the offering by all eligible Employees.
6. Eligibility. Any person who is employed by the
Corporation, other than (a) Employees whose customary employment
is 20 hours or less per week and (b) Employees whose customary
employment is for not more than five months in any calendar year,
shall be eligible to participate in the Plan beginning on the
first day of the month following that person's completion of 30
days employment with the Corporation. Notwithstanding the 30-day
employment requirement specified above, the Committee, in its
sole discretion, may waive this requirement in the case of any
Employee of subsidiaries recently acquired or organized by the
Corporation. The word "Employees" shall include officers but not
persons who are solely directors.
Notwithstanding anything herein to the contrary, no Employee
shall be permitted to subscribe for any Shares under the Plan if
such Employee immediately after such subscription, owns Shares
(including all Shares that may be purchased under outstanding
subscriptions under the Plan or outstanding options under any
stock option plan of the Corporation) possessing 5% or more of
the total combined voting power or value of all classes of stock
of the Corporation or of any parent. For purposes of determining
ownership percentage, the attribution rules of Section 425(d) of
the Code shall apply. No Employee shall be allowed to subscribe
for any Shares under the Plan to the extent that such
subscription would permit his rights to purchase Shares under all
stock purchase plans of the Corporation and its subsidiary
corporations to accrue (within the meaning of Section 423(b)(8)
of the Code) at a rate that exceeds $25,000 (or such amounts as
may be specified from time to time in Section 423(b)(8) of the
Code) of fair market value of such Shares (determined on the
Effective Date) for each calendar year in which such subscription
is outstanding at any time.
7. Participation. An eligible Employee may subscribe to
purchase one or more whole Shares by completing and mailing or
delivering a Payroll Deduction Authorization Form to the
Committee during the Offering Period (or, in the case of new
employees, within 30 days after their hire date), and authorizing
in such form payroll deductions of even dollar amounts not
<PAGE>
less than $2.00 per pay period, and not exceeding 10% of his Base Pay
(pro-rated, based on date of eligibility). The execution and
delivery of such form by an eligible Employee shall be deemed to
be a subscription to purchase a number of whole Shares (subject
to Articles 12 and 23) determined by dividing the aggregate
annual payroll deductions authorized in such form by the Initial
Offering Price. Rights under the subscription shall be
exercisable in the manner and to the extent hereinafter provided
and to the extent not so exercised shall lapse as of the last day
of the Purchase Period.
8. Effective Date and Purchase Period. All valued
subscriptions completed and received by the Committee within the
appropriate time frame (and, in the discretion of the Committee,
those subscriptions completed during the Offering Period and
received by the Committee prior to the Effective Date) will be
deemed accepted on the Effective Date, subject to any allocation
of Shares pursuant to Article 23. On the Effective Date, each
Employee who has completed and delivered a valid subscription
shall be deemed to have received an option to purchase a maximum
number of Shares equal to the number of whole Shares for which
such Employee subscribed, subject to allotment as provided in
Article 23. Notwithstanding the possibility that the Alternate
Offering Price may be lower than the Initial Offering Price, in
no event may an Employee purchase a greater number of Shares than
the number determined pursuant to Article 7. Subscriptions for
Shares shall be payable in equal installments during the Purchase
Period.
9. Method of Payment. Payment shall be made by payroll
deductions of approximately equal amounts for each Employee's pay
period, which shall aggregate the purchase price of the Shares
subject to subscription, based on the Initial Offering Price.
However, if it is not practicable to make such calculation at the
commencement of the Purchase Period, the Committee may select
another basis for determining the rate of deductions during the
Purchase Period.
10. Deduction Changes and Cancellation. An Employee may at
any time decrease his payroll deduction and his subscription by
filing a new Payroll Deduction Authorization Form. An Employee
may also cancel future payroll deductions (without affecting the
balance in his account at the time of such cancellation) by
written notice to the Committee. Any such change or cancellation
will become effective as soon as practicable after receipt of the
form or appropriate notice. A payroll deduction may be reduced
only once during any Purchase Period and an Employee who cancels
future payroll deductions may not again authorize payroll
deductions during the Purchase Period in which such cancellation
becomes effective. An Employee may not increase his payroll
deduction at any time during the Purchase Period.
11. Accumulated Deductions and Interest. The Corporation
will accumulate and hold for each participating Employee's
account the amounts paid by him. No interest will be paid or
allowed on any money paid by the participating Employees under
any circumstances.
12. Withdrawal of Funds. The Corporation will maintain a
separate payroll deduction account for each participating Employee.
An Employee may at any time during the Purchase Period and for any
reason permanently withdraw any full balance accumulated in his account that
<PAGE>
has not been applied toward the purchase of the Shares subject to his
subscription, and thereby withdraw from participation in an offering.
Any such withdrawal shall be effected by written notice to the Committee.
A withdrawing Employee may not thereafter participate in that
offering but shall, if he is otherwise eligible, be permitted to
participate in any future offering under the Plan. Partial
withdrawals will not be permitted.
13. Purchase Price and Purchase of Shares. Subject to
Articles 14 and 18, the purchase price for Shares under any
offering will be the lesser of (a) the Initial Offering Price, or
(b) the Alternate Offering Price. In no event, however, shall
the purchase price be less than the par value per share on the
last day of the Purchase Period.
On the last business day of the Purchase Period, the
Alternate Offering Price shall be ascertained and the account of
each participating Employee shall be totaled. Shares subject to
a subscription may be purchased only with funds accumulated,
pursuant to the provisions of this Plan, in a participating
Employee's account. If a participating Employee shall have
sufficient funds in his account to purchase one or more whole
Shares at the lower of the Initial Offering Price or the
Alternate Offering Price, the Employee shall be deemed to have
exercised his option to purchase such Share or Shares (up to the
number of Shares subject to his subscription) at such lower
price. His account shall be charged for the amount of the
purchase price, and a certificate, representing the aggregate
number of Shares purchased, shall be issued to him as of such
date, and delivered to him as promptly as practicable thereafter.
Any balance remaining in an Employee's account at the end of
a Purchase Period (including any balance resulting from use of
the Alternate Offering Price rather than the Initial Offering
Price as the purchase price) will be refunded to him, and that
part of his subscription, if any, for which Shares are not issued
shall be deemed canceled and of no further effect. Unless the
Committee otherwise determines, any original issue stamp taxes
will be paid by deductions from an Employee's account or in cash
by the Employee.
14. Prepayment of Subscription. Each participating
Employee shall have the right, at any time after the third
calendar month in the Purchase Period, to prepay the purchase
price; provided, that such prepayment shall be based upon the
Initial Offering Price and no refunds shall be made. Partial
prepayments will not be permitted.
15. Interruption of Employment and Leaves of Absence. In
the event an Employee's employment is temporarily interrupted
because of military or sick leave or other bona fide leave of
absence approved by the Committee, the Employee may elect to
continue to participate in the Plan by failing to withdraw as
provided in Article 12. No payroll deductions or other
contributions need be made during the period of such interruption
but the Employee may, prior to the last business day of the
Purchase Period, pay to the Corporation directly for credit to
his account, and not by way of payroll deduction, the aggregate
amount that would have been deducted pursuant to such Employee's
Payroll Deduction Authorization Form had his employment not been
interrupted. Such payment may be made in a lump sum or in
installments terminating before the last business day of the
<PAGE>
Purchase Period, as the Committee shall determine. Failure to
make or arrange for such payment in full before the last business
day of the Purchase Period shall not cause the subscription to be
canceled with respect to the amount accumulated in the Employee's
account. Notwithstanding the foregoing, the provisions of this
Article shall apply only if an interruption of employment does
not exceed 90 days or, if it does exceed 90 days, if the
Employee's right to reemployment after such interruption is
guaranteed by either statute or contract. Otherwise, any
interruption of employment shall be deemed a termination and
shall be governed by Article 18 hereof.
16. Registration of Certificates. Certificates
representing Shares purchased under this Plan may be registered
in the name of the Employee or, if he so indicates on his Payroll
Deduction Authorization Form, in his name and another jointly
with the right of survivorship.
17. Rights as a Stockholder. None of the rights or
privileges of a stockholder of the Corporation shall exist with
respect to Shares subject to this Plan until the date as of which
certificates representing such Shares are issued.
18. Rights on Retirement, Death or Termination of
Employment. In the event of a participating Employee's
retirement, death or termination of employment, no payroll
deduction shall be taken from any compensation due and owing to
him at such time. The amount in the Employee's account shall be
applied as of the last day of the Purchase Period (in the manner
set forth in Article 13), as if the retirement, death or
termination of employment had not occurred, unless the Employee
or, in the event of his death, the person or persons to whom his
right under the subscription passes by will or the laws of
descent and distribution (including his estate during the period
of administration) requests in writing prior to the last day of
the Purchase Period that such amount be refunded.
Notwithstanding the foregoing, if the retirement, death or
termination of employment occurs more than three months before
the last day of the Purchase Period, the last day of the second
calendar month following the month in which the retirement, death
or termination of employment occurs shall be deemed to be the
last day of the Purchase Period for all purposes of the Plan with
respect to such Employee, except that the purchase price of the
Shares subject to subscription shall be based upon the Initial
Offering Price.
An Employee of a Corporation that ceases to be a subsidiary
shall be deemed to have terminated his employment for purposes of
this Article as of the date such Corporation ceases to be a
subsidiary unless as of such date, the Employee shall become an
Employee of the Corporation or any subsidiary then included in
the Plan.
19. Rights Not Transferable. Except as provided in Article
18, no participating Employee shall have any right to sell,
assign, transfer, pledge or otherwise dispose of or encumber
either his right to participate in the Plan or his interest in
the fund accumulated for his benefit, and such right and interest
shall not be liable for or subject to the debts, contracts or
liabilities of such Employee. If any such action is taken by the
Employee, or if any claim is asserted by another party with
respect to such right and interest, such action or claim will be
treated as notice of withdrawal, and except as may otherwise be
required by law, refund will be made to such Employee as provided
in Article 11.
<PAGE>
20. Application of Funds. The proceeds received by the
Corporation from the sale of Shares pursuant to this Plan will be
used for general corporate purposes. The Corporation shall not
be required to segregate accumulated payroll deductions under the
Plan.
21. Adjustment Upon Change of Shares. If a reorganization,
merger, consolidation, reclassification, recapitalization,
combination or exchange of shares, stock split, stock dividend,
rights offering or other event affecting Shares of the
Corporation occurs, then the number and class of Shares
authorized under this Plan, the number and class of Shares then
subject to outstanding subscriptions, and the Initial Offering
Price or the Alternate Offering Price shall be equitably adjusted
by the Board to reflect such changes.
22. Amendment and Termination of the Plan. To the extent
permitted by law, the Board may alter, amend or terminate this
Plan from time to time, provided, however that except as provided
in Article 21 hereof, and except with respect to changes or
additions that are intended to cause the Plan to comply with
Section 423 of the Code, the Board may not, without approval by
the holders of a majority of the Shares of Common Stock of the
Corporation (a) increase the maximum number of Shares that may be
purchased under the Plan, or (b) reduce the purchase price per
Share, or (c) make any change or addition that is inconsistent
with the requirements of Section 423 of the Code and the
regulations promulgated thereunder. No amendment of the Plan
may, without the consent of the holder of any outstanding
subscription, materially and adversely affect his rights as
respects such subscription.
This Plan shall terminate (a) on the day that all Shares
authorized for sale under the Plan have been purchased, or (b)
when terminated by the Board at its sole discretion. Upon
termination of the Plan and the exercise or lapse of all
subscription rights hereunder, all amounts remaining in the
accounts of participating Employees shall be promptly refunded.
23. Allocation of Shares. If the total number of Shares
that Employees elect to purchase under any offering exceeds the
Shares available for purchase under that offering, the Committee
shall make a pro-rata allocation of all the available Shares
among such participating Employees, based upon the ratio that the
dollar amount of each Employee's subscription bears to the
aggregate dollar amount of all participating Employees'
subscriptions. Notwithstanding the foregoing, if the Committee
shall at any time determine that the foregoing method of
allocation is inconsistent with the requirements of Section 423
of the Code, then subscriptions for any additional Shares in
excess of the Shares so allocated shall be deemed to have lapsed.
24. Governmental and Other Regulations. The obligation of
the Corporation to issue or transfer and deliver Shares under
this Plan shall be subject to (a) approval of this Plan by the
Corporation's stockholders, (b) compliance with all applicable
laws, governmental rules and regulations and administrative
action, and (c) the effectiveness of a Registration Statement
under the Securities Act of 1933, as amended, with respect to
such issue or transfer, if deemed necessary or appropriate by
counsel for the Corporation.
25. Approval of Stockholders. This Plan shall terminate if
is not approved by the affirmative vote of the holders of a
majority of the outstanding Shares of the Corporation, which
<PAGE>
approval must occur within the period beginning twelve months
before and ending twelve months after the Plan is adopted by the
Board.
26. Notices. All notices or other communications by a
participating Employee to the Corporation under or in connection
with the Plan shall be deemed to have been given only when
received by the Committee or when received in the form specified
by the Corporation at the location, or by the person designated
by the Corporation for the receipt thereof.
27. Indemnification of the Board. In addition to such
other rights of indemnification as they may have as directors,
officers or Employees, the members of the Board and the members
of the Committee shall be indemnified by the Corporation against
the reasonable expenses, including attorneys' fees actually and
necessarily incurred in connection with the defense of any
action, suit or proceeding, or in connection with any appeal
therein, to which they or any of them may be a party by reason of
any action taken or failure to act under or in connection with
the Plan or any option granted thereunder, and against all
amounts paid by them in settlement thereof (provided such
settlement is approved by independent legal counsel selected by
the Corporation) or paid by them in satisfaction of a judgment in
any such action, suit or proceeding, except in relation to
matters as to which it shall be adjudged in such action, suit or
proceeding that such director is liable for negligence or
misconduct in the performance of his duties; provided that within
60 days after the institution of any such action, suit or
proceeding a director shall in writing offer the Corporation the
opportunity, at its own expense, to handle and defend the same.
28. Tenure. A participant's right, if any, to continue to
serve the Corporation as an officer, Employee, or otherwise, will
not be enlarged or otherwise affected by his designation as a
participant under this Plan, and such designation will not in any
way restrict the right of the Corporation to terminate at any
time the employment or affiliation of any participant for cause
or otherwise.
29. Expenses of Plan. The expenses of the Plan will be
borne by the Corporation.
30. Number and Gender. Unless otherwise clearly indicated
in this Plan, words in the singular or plural shall include the
plural and singular, respectively, where they would so apply and
words in the masculine or neuter gender shall include the
feminine, masculine or neuter gender where applicable.
31. Applicable Law. The validity, interpretation, and
enforcement of this Plan are governed in all respects by the laws
of Florida.
(Adopted by the Board of Directors on January 24, 1990;
adopted by the Shareholders on April 26, 1990)
(Amended effective April 19, 1995)
(Amended effective April 30, 1996)
<PAGE>
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>
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.
<PAGE>
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
<PAGE>
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
<PAGE>
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:
<PAGE>
(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
<PAGE>
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.
<PAGE>
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
<PAGE>
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
<PAGE>
(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.
<PAGE>
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.
<PAGE>
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:
