Item 2. Unregistered Sales of Equity Securities
ITEM 2. Unregistered Sales of Equi ty Securities and Use of Proceeds
Recent Sales of Unregistered Securities
In connection with certain business combinations, the Company issued 252,802 shares of the Company's common stock on July 1, 2022 to the owners of the businesses acquired. The issuance was made in reliance upon the following exemptions or exclusions from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"): Section 4(a)(2) of the Securities Act, Regulation D promulgated under the Securities Act, and Regulation S promulgated under the Securities Act.
Issuer Purchases of Equity Securities
The following table provides information about our repurchase of shares of our common stock during the three months ended September 30, 2022:
Total number
of shares
purchased (1)
Average price
paid per share
Total number of
shares purchased
as part of publicly
announced plans
or programs
Maximum value
that may yet be
purchased
under the plans
or programs (2)
July 1, 2022 to July 31, 2022
2,533
$
59.51
—
$
249.6
August 1, 2022 to August 31, 2022
2,457
66.54
—
249.6
September 1, 2022 to September 30, 2022
719
58.92
—
249.6
Total
5,709
$
62.46
—
$
249.6
(1) All shares reported in this column are attributable to shares withheld for taxes in connection with vesting of restricted shares awarded under our Performance Stock Plan, our 2010 Stock Incentive Plan.
(2) On July 18, 2014, the Board of Directors authorized the repurchase of up to $200.0 million of the Company's shares of common stock, and on July 20, 2015, the Board of Directors authorized the repurchase of an additional $400.0 million of the Company's shares of common stock. On May 1, 2019, the Board of Directors approved an additional repurchase authorization amount of $372.5 million to bring the total available share repurchase authorization to approximately $500.0 million. After completing these open market repurchases, the Company’s outstanding Board approved share repurchase authorization is approximately $249.6 million. Between January 1, 2014 and September 30, 2022, the Company repurchased a total of approximately 19.7 million shares for an aggregate cost of approximately $748.0 million.
(3) Dollar values stated in millions.
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ITEM 6. Exhibits
The following exhibits are filed as a part of this Report:
3.1
Articles of Amendment to the Articles of Incorporation (incorporated by reference to Exhibit 3.1 to Form 8-K filed on March 29, 2018), Articles of Amendment to Articles of Incorporation (adopted April 24, 2003) (incorporated by reference to Exhibit 3a to Form 10-Q for the quarter ended March 31, 2003) and Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3a to Form 10-Q for the quarter ended March 31, 1999).
3.2
By-Laws (incorporated by reference to Exhibit 3.2 to Form 8-K filed on October 12, 2016).
10.1*
Amendment Agreement, dated July 1, 2022, to Majority Share Purchase Agreement, dated March 7, 2022, between the Company Brown & Brown UK Holdco Limited, GRP (Jersey) Topco Limited and certain other parties named therein.
31.1
Rule 13a-14(a)/15d-14(a) Certification by the Chief Executive Officer of the Registrant.
31.2
Rule 13a-14(a)/15d-14(a) Certification by the Chief Financial Officer of the Registrant.
32.1
Section 1350 Certification by the Chief Executive Officer of the Registrant.
32.2
Section 1350 Certification by the Chief Financial Officer of the Registrant.
101
The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, formatted in inline XBRL, include: (i) Condensed Consolidated Statements of Income, (ii) Condensed Consolidated Balance Sheets, (iii) Condensed Consolidated Statements of Equity, (iv) Condensed Consolidated Statements of Cash Flows and (v) the Notes to the Condensed Consolidated Financial Statements.
104
Cover Page Interactive Data File (formatted in inline XBRL and included in Exhibit 101).
* Filed herewith
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SIGN ATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
BROWN & BROWN, INC.
/s/ R. Andrew Watts
Date: November 3, 2022
R. Andrew Watts
Executive Vice President, Chief Financial Officer and Treasurer
(duly authorized officer, principal financial officer and principal accounting officer)
54
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.