Brown & Brown Insurance 2016 Annual Report

Notes
to Consolidated Financial Statements
70
Brown & Brown, Inc.
In 2010, 187,040 shares were granted under the SIP. This grant was conditioned upon the surrender of 187,040 shares
previously granted under the PSP in 2009, which were accordingly treated as forfeited PSP shares. The vesting conditions
of this grant were identical to those provided for in connection with the 2009 PSP grant; thus the target stock prices and
the periods associated with satisfaction of the first and second conditions of vesting were unchanged. Additionally, grants
totaling 5,205 shares were made in 2010 to Decus employees under the SIP sub-plan applicable to Decus.
In 2011, 2,375,892 shares were granted under the SIP. Of this total, 24,670 shares were granted to Decus employees
under the SIP sub-plan applicable to Decus.
In 2012, 814,545 shares were granted under the SIP, primarily related to the Arrowhead acquisition.
In 2013, 3,719,974 shares were granted under the SIP. Of the shares granted in 2013, 891,399 shares will vest upon
the grantees’ completion of between three and seven years of service with the Company, and because grantees have the
right to vote the shares and receive dividends immediately after the date of grant these shares are considered awarded and
outstanding under the two-class method.
In 2014, 422,572 shares were granted under the SIP. Of the shares granted in 2014, 113,088 shares will vest upon the
grantees’ completion of between three and six years of service with the Company, and because grantees have the right to
vote the shares and receive dividends immediately after the date of grant these shares are considered awarded and outstanding
under the two-class method.
In 2015, 481,166 shares were granted under the SIP. Of the shares granted in 2015, 164,646 shares will vest upon the
grantees’ completion of between five and seven years of service with the Company, and because grantees have the right to
vote the shares and receive dividends immediately after the date of grant these shares are considered awarded and outstanding
under the two-class method.
In 2016, 972,099 shares were granted under the SIP. Of the shares granted in 2016, 182,653 shares will vest upon the
grantees’ completion of five years of service with the Company, and because grantees have the right to vote the shares and
receive dividends immediately after the date of grant these shares are considered awarded and outstanding under the
two-class method.
Additionally, non-employee members of the Board of Directors received shares annually issued pursuant to the SIP
as part of their annual compensation. A total of 36,919 SIP shares were issued to these directors in 2011 and 2012, of
which 11,682 were issued in January 2011, 12,627 in January 2012, and 12,610 in December 2012. The shares issued in
December 2012 were issued at that earlier time rather than in January 2013 pursuant to action of the Board of Directors.
No additional shares were granted or issued to the non-employee members of the Board of Directors in 2013. A total of
9,870 shares were issued to these directors in January 2014, 15,700 shares were issued in January 2015 and 16,860 shares
were issued in January 2016.
The following table sets forth information as of December 31, 2016, 2015, and 2014, with respect to the number of
time-based restricted shares granted and awarded, the number of performance-based restricted shares granted, and the
number of performance-based restricted shares awarded under our Performance Stock Plan and 2010 Stock Incentive Plan:
Time-Based Restricted Stock Performance-Based Performance-Based
Year Granted and Awarded Restricted Stock Granted Restricted Stock Awarded
2016 182,653 789,446 (1) 1,435,319
2015 164,646 316,520 —
2014 113,088 309,484 —
(1) Of the 789,446 shares of performance-based restricted stock granted in 2016, the payout for 353,132 shares may be increased up to
200% of the target or decreased to zero, subject to the level of performance attained. The amount reflected in the table includes all
restricted stock grants at a target payout of 100%.