8-KShareholder Matters

BROWN & BROWN, INC. 8-K Report, Shareholder Vote Results (Apr 29, 2011)

Filed April 29, 2011For Securities:BRO

Summary

This Form 8-K filing from Brown & Brown, Inc. (BRO) reports on the results of its Annual Meeting of Shareholders held on April 27, 2011. The meeting saw a strong turnout, with approximately 92.22% of outstanding shares represented, indicating significant shareholder engagement. Key outcomes include the election of eleven directors to serve until the next annual meeting, with all nominees receiving overwhelming support from shareholders. Additionally, shareholders ratified the appointment of Deloitte & Touche LLP as the company's independent registered public accountants for the fiscal year ending December 31, 2011. The filing also details the results of advisory votes on executive compensation and the frequency of future advisory votes on compensation. Shareholders approved the company's executive compensation on an advisory basis and voted in favor of holding an advisory vote on executive compensation every year. The overall high participation and strong approval margins for director elections, auditor ratification, and compensation matters suggest shareholder confidence in the current leadership and governance of Brown & Brown, Inc. at that time.

Key Highlights

  • 1Brown & Brown, Inc. held its Annual Meeting of Shareholders on April 27, 2011.
  • 2A quorum was established with 92.22% of outstanding shares represented in person or by proxy.
  • 3Eleven directors were elected to serve until the next annual meeting, with all nominees receiving substantial shareholder support.
  • 4The appointment of Deloitte & Touche LLP as the independent registered public accountants for fiscal year 2011 was ratified by shareholders.
  • 5Shareholders approved, on an advisory basis, the compensation of the Named Executive Officers with a strong majority in favor.
  • 6Shareholders also approved, on an advisory basis, holding an annual vote on executive compensation.

Frequently Asked Questions

This 8-K filing reports the official results of Brown & Brown, Inc.'s Annual Meeting of Shareholders, which took place on April 27, 2011. It details the outcomes of director elections and advisory votes on executive compensation and auditor ratification.

A total of 131,469,819 shares, representing approximately 92.22% of the total outstanding shares as of the record date (February 18, 2011), were represented in person or by proxy. This level of representation clearly constituted a quorum for the transaction of business.

All eleven nominees for the Board of Directors were elected to serve until the next annual meeting. The voting results show strong support for each director, with votes 'For' significantly outnumbering votes 'Withheld' for every nominee.

Yes, there were votes against the ratification of Deloitte & Touche LLP as the independent registered public accountants (729,193 votes against) and against the compensation of Named Executive Officers (2,234,573 votes against). However, in both cases, the votes in favor were overwhelmingly higher, indicating shareholder approval on an advisory basis.