P. Barrett Brown, who is the son of Mr. Hyatt Brown and the brother of Mr.��Powell Brown, serves as Senior Vice President of the Company and is responsible for oversightas a Regional President of Beecher-Carlson Insurance Services, LLC and otherthe Company’s Retail Division operations in Georgia, several retail offices of Brown & Brown of Florida, Inc. in Florida and certain aspects of  “Brown & Brown University,” a training program offering technical and sales courses for new producers, profit center leaders and other groups within our organization.Division. He received compensation of $710,192$1,093,038 for services rendered in 2014.2017, as well as grants under our 2010 Stock Incentive Plan (”SIP”) in February 2017 and February 2018 with grant date fair values of $290,489 and $391,466, respectively. In connection with his promotion and relocation in 2014, Mr. Barrett Brown received a loan of $500,000 from the Company in November 2014, which is subject to the terms of a Promissory Note providing that the principal and interest amounts of such loan are forgivable in increments of one-seventh each year, so long as Mr. Barrett Brown remains employed by the Company and/or its affiliates. Mr. Barrett Brown is not an executive officer of the Company as defined under Rule 3b-7 of the Securities Exchange Act of 1934. Company.

Carrie Brown, who is married to P. Barrett Brown, iswas employed by usthe Company as Corporate Counsel anduntil February 2016. Effective February 1, 2016, Ms. Brown entered into a Consulting Agreement (the “Consulting Agreement”) with the Company to provide legal services to us as an independent contractor. In 2017, Ms. Brown received compensationpayments of $231,120$181,378 for services rendered in 2014, as well as a grant under our SIP in March 2014 with value of  $100,000.

Zambezi, LLC (“Zambezi”), a Florida limited liability company whose Members and Managers are J. Hyatt Brown and his wife, Cici Brown, owns a Cessna Citation Sovereign aircraft (the “Aircraft”), which the Company leases pursuant to an Aircraft Dry Lease Agreement (the “Agreement”) with Zambezi. In 2014,2017, the Company paid Zambezi $140,799$296,765 under the Agreement to lease the Aircraft. Pursuant to the Agreement, subject to availability of the Aircraft and other specified conditions, Mr. Hyatt Brown has the right to use the Aircraft for personal use, subject to reimbursement paid to the Company at the maximum rate permitted by law. Mr. Hyatt Brown paid $141,427$117,906.47 to the Company for such personal use of the Aircraft in 2014.2017. The Company and Zambezi also are party to an Airside Sub-Lease Agreement and Services Agreement, pursuant to which Zambezi leases hangar space from the Company and pursuant to which pilots and mechanics employed by the Company are available to pilot and service the Aircraft as provided therein. In 2014,2017, Zambezi paid the Company $19,170 for the lease of hangar space for the Aircraft, and $48,851$66,188.47 for the services of pilots and mechanics employed by the Company and for parts, equipment, and supplies related to the Aircraft’s maintenance and operation.

Richard A. Freebourn, Jr., who is the son of Richard A. Freebourn, Sr., a Senior Vice President of the Company, is employed by us as an insurance sales executive (i.e., a “producer”) in the Lisle, Illinois office of Brown & Brown of Illinois, Inc., one of our Retail Division subsidiaries, and received compensation of $281,985$270,565 for services rendered in 2014, including2017, as well as grants under our SIP in February 2017 and February 2018 with grant date fair values of $48,386 and $48,561, respectively.

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Board and Corporate Governance Matters

Board Structure and Process

Board Leadership

Our Board has the flexibility to determine whether the roles of Chairman of the Board and Chief Executive Officer should be separated or combined. The Board makes this decision based on its evaluation of the circumstances and the specific needs of the Company. Mr. Hyatt Brown, who retired from the position of Chief Executive Officer in 2009, continues to serve as Chairman of the Board, while Mr. Powell Brown serves as Chief Executive Officer.

We believe that our leadership structure is desirable because it allows Mr. Powell Brown to focus his efforts on running our business and managing the Company in the best interests of our shareholders, while we continue to realize the benefits of Mr. Hyatt Brown’s extensive business and industry experience, knowledge of our company, current and past service on boards of other publicly traded companies and proven leadership ability.

The Board conducts executive sessions of non-management directors in connection with each regularly scheduled meeting of the Board. Our Lead Independent Director, Wendell S. Reilly, presides over these executive sessions.

Board and Board Committee Matters

Our Board of Directors has an Audit Committee, Compensation Committee, and Nominating/Corporate Governance Committee. The charters of each of these Board committees are available in the “Corporate Governance” section, under “Key Documents” on our website (www.bbinsurance.com) and are also available in print to any shareholder who requests a relocation paymentcopy from the Corporate Secretary at 220 S. Ridgewood Ave., Daytona Beach, Florida 32114. Our committee meetings are generally attended by all Board members, subject to the availability of $29,575.

Audit Committee

Compensation Committee

Nominating/Corporate Governance Committee

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Board and Corporate Governance Matters

Director Tenure and Board Refreshment

The Nominating/Corporate Governance Committee regularly considers the composition of the Board. However, we have not established a mandatory retirement age or other term limits because we believe longer-tenured directors can bring important experience and institutional knowledge that are critical to the success of our Board and the long-term interests of our shareholders. Consideration is given to rotating committee members, committee chairs, and the Lead Independent Director position every three to five years because we believe fresh perspectives facilitate enhancedBoard and committee performance. Our Nominating/Corporate Governance Committee evaluates the performance of each incumbent director at least annually before recommending his or her nomination for an additional term. In addition, any director who has a job change must submit a letter of resignation resigning from the Board. The submission of a letter of resignation provides an opportunity for the Board to review the continued appropriateness of the director’s membership on the Board under the circumstances.

Board Evaluations

The Nominating/Corporate Governance Committee conducts an annual evaluation of the Board and its committees, as well as the individual performance of each director. As part of this process, all directors complete detailed confidential questionnaires to provide feedback on the effectiveness of the Board, the committees and the performance of individual directors. The results of the questionnaires are compiledanonymously by the Chair of the Nominating/Corporate Governance Committee in the form of summaries, and the feedback is reviewed and discussed by the Nominating/ Corporate Governance Committee and subsequently reported to the full Board. We believe these assessments allow us to continually improve the effectiveness of our Board and committee meetings throughout the year.

Meetings and Attendance

During 2017, our Board of Directors held five meetings. With the exception of one director, who attended 91% of the total number of meetings of committees of which he is a member, each incumbent director serving during 2017 attended 100% of the Advisorytotal number of Board meetings, and 100% of the totalnumber of meetings of committees of which such director is a member. The Board expects, but does not require, directors, all of whom are director nominees, to attend the Annual Meeting of Shareholders. All members of the Board attended the 2017 Annual Meeting of Shareholders.

Director Compensation

2017 Director Compensation

During 2017, non-employee directors were paid an annual retainer of $80,000, payable in quarterly installments. We also pay an additional $1,500 for each meeting attended by such director in excess of 12. In addition, the Chair of the Audit Committee is paid a $5,000 retainer, and the Chairs of the Compensation, Nominating/Corporate Governance and Acquisition Committees each receive $3,000 retainers, for services associated with those positions. Also, each director who is not an employee of ours received in January 2017 a grant of $50,000 worth of fully vested shares of our commonstock under our SIP, valued as of the close of business on the last business day before the regular January meeting of the Compensation Committee. All directors receive reimbursement of reasonable out-of-pocket expenses incurred in connection with meetings of the Board. No director who is an employee receives separate compensation for services rendered as a director.

The following table sets forth cash and other compensation earned during 2017 by directors who are not Named Executive Officers.

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Board and Corporate Governance Matters

2017 DIRECTOR COMPENSATION

2018 Director Compensation

Our Board of Directors reviews the compensation of SunTrust Bank of Orlando, and Robertour non-employee directors at least every two years or as such other time as circumstances may warrant. In October 2017, Frederic W. Lloyd isCook & Co., Inc. (“FW Cook”), an independentoutside compensation consulting firm retained by the Compensation Committee, conducted a directorcomprehensive analysis of the AdvisoryCompany’s non-employee director compensation review, as described below.

Survey Comparison

As part of FW Cook’s analysis, the Compensation Committee reviewed and considered data from the2017 FW Cook Director Compensation Report, which consisted of data from a blend of general industry companies with market capitalizations between $1 and $5 billion and market capitalizationsgreater than $5 billion, and the2016–2017 NACD Director Compensation Report, which consisted of data from general industry companies, as well as insurance companies, with annual revenues between $1 and $2.5 billion.

Results of FW Cook’s Analysis

Based upon the results of FW Cook’s analysis, the Compensation Committee concluded that the total annual compensation for our non-employee directors was below the 25th percentile of the general industry market surveys and eight percent below the median of the insurance industry survey data. The Compensation Committee also concluded that the pay mix for the Company’s non-employee director compensation was more heavily weighted toward cash than equity relative to market practice and the annual retainer amounts for the Board’s committee chairs were substantially below the general industry norms.

Based upon FW’s Cook’s analysis and the Compensation Committee’s recommendation, in October 2017, the Board approved the following changes to the compensation for our non-employee directors beginning in 2018:

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Audit Matters

The Committee and the Board are requesting that shareholders ratify this appointment as a means of soliciting shareholders’ opinions and as a matter of good corporate governance. If the shareholders do not ratify the selection, the appointment of the independent registered public accountants will be reconsidered by the Committee. Even if the selection is ratified, the Committee, in its discretion, may direct the appointment of a different independent registered public accountingfirm at any time during the year if it determines that such change would be in the best interests of the Company and its shareholders.

One or more representatives of Deloitte & Touche LLP are expected to be present at the Meeting, will have the opportunity to make a statement and will be available to respond to appropriate questions from shareholders.

Vote Required; Board Recommendation

In order to be ratified, this Proposal 2 must receive the affirmative vote of a majority of the votes cast on the Proposal. The Board of SunTrust Bank/East Central Florida. SunTrustDirectors believes that the ratification of Proposal 2 is onein the best interests of the banks involvedCompany and its shareholders.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE “FOR” THIS PROPOSAL.

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Audit Matters

Report of the Audit Committee

The Audit Committee of the Board of Directors operates pursuant to an Audit Committee Charter, which was most recently reviewed by the Committee in October 2017. The Charter is posted on the Company’s website (www.bbinsurance.com) in the financing facility memorialized in a credit agreement“Corporate Governance” section, under “Key Documents.”

Each member of the Audit Committee qualifies as “independent” (as that term is defined in the amount of  $1,350 million entered into in April 2014. SunTrust also actsNYSE listed company manual, as escrow agent withwell as other statutory, regulatory and other requirements applicable to the Company’s Audit Committee members).

With respect to accounts relatedthe fiscal year ended December 31, 2017, the Audit Committee:

It is not the duty or responsibility of the Audit Committee to conduct auditing or accounting reviews or procedures. In performing its oversight responsibility, members of the Audit Committee rely without independent verification on the information provided to them and on the representations made by management and the independent registered public accountants. Accordingly, the Audit Committee’s considerations and discussions do not assure that the audit of the Company’s financial statements has been carried out in accordance with the standards of the Public Company Accounting Oversight Board (United States) or that the financial statements are presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”).

AUDIT COMMITTEE

James S. Hunt (Chair)
Hugh M. Brown
Theodore J. Hoepner
Toni Jennings

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Information Concerning Independent Registered Public Accountants

Fees Paid to Deloitte & Touche LLP

We incurred the following fees for services performed by Deloitte & Touche LLP for fiscal years 2017 and 2016:

Audit Committee Policy for Pre-Approval of Independent Registered Public Accountant Services

Our policy requires that the Audit Committee consider and approve in advance any proposed engagement of the independent registered public accountants to perform services in addition to those approved in connection with their annual engagement letter, except for certain acquisitionslimited non-audit services. During fiscal years 2017 and 2016, all services were approved by the Audit Committee in accordance with this policy.

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Compensation Matters

As described in detail below under “Compensation Discussion and Analysis,” our executive compensation program is designed to attract, motivate, and retain our Named Executive Officers, who are critical to our success. Accordingly, our Named Executive Officers are rewarded to the extent we have made. We expectachieve specific annual goals and deliver financial performance intended to continueincrease long-term shareholder value.

Our Compensation Committee has adopted an approach to use SunTrust during 2015executive compensation that we believe enables the Company to retain its executive talent while remaining committed to our core compensation philosophy of paying for performance and aligning executive compensation with shareholder interests. The Committee continually reviews the compensation programs for our Named Executive Officers with the goal of most effectively aligning our executive compensation structure with our shareholders’ interests and current market practices. For example, (1) a significant portion of pay is performance-based, (2) compensation is incentive-driven with both short- and long-term focus, and (3) we believe components of compensation are linked to increasing shareholder value.

We are again asking our cash management requirements. Twoshareholders to indicate their support for our executive officer compensation. This vote is not intended to address any specific item of compensation,but rather the overall compensation of our subsidiaries provide insurance-related servicesNamed Executive Officers and the philosophy, program and practices described in this Proxy Statement in accordance with the SEC’s compensation disclosure rules. Accordingly, we ask our shareholders to subsidiariesvote “FOR” the approval, on an advisory basis, of SunTrust,executive compensation.

The say-on-pay vote is advisory, and a numbertherefore not binding on the Company, the Compensation Committee or our Board. However, our Board and Compensation Committee value the opinions of our offices facilitate access forshareholders, and to the extent there is any significant vote against the executive compensation as disclosed in this Proxy Statement, we will consider our clientsshareholders’ concerns, and the Compensation Committee will evaluate whether any actions are necessary to premium financing services offered byaddress those concerns.

Accordingly, we ask our shareholders to vote on the following resolution at the Meeting:

“RESOLVED, that the compensation paid to the Company’s Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”

Vote Required; Board Recommendation

In order to be approved, this Proposal 3 must receive the affirmative vote of a subsidiarymajority of SunTrust. Payments madethe votes cast on the Proposal. The Board of Directors believes that the advisory approval of Proposal 3 is in the best interests of the Company and its shareholders.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE “FOR” THIS PROPOSAL.

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Compensation Matters

Compensation Committee Report

Notwithstanding anything to and received from, SunTrustthe contrary set forth in 2014 totaled less than one percentany of our previous filings under the Securities Act of 1933, as amended, or SunTrust’s total consolidated revenues.