8-KShareholder Matters

BROWN & BROWN, INC. 8-K Report, Shareholder Vote Results (May 13, 2013)

Filed May 13, 2013For Securities:BRO

Summary

This Form 8-K filing from Brown & Brown, Inc. (BRO) reports on the company's Annual Meeting of Shareholders held on May 8, 2013. A significant majority of outstanding shares (approximately 91.30%) were represented, indicating strong shareholder engagement. The primary outcomes of the meeting included the election of twelve directors to serve until the next annual meeting and the ratification of Deloitte & Touche LLP as the company's independent registered public accountants for the fiscal year ending December 31, 2013. Investors should note the overwhelmingly positive voting results for director elections and auditor ratification, suggesting broad shareholder confidence in the company's leadership and financial oversight. Additionally, shareholders approved, on an advisory basis, the compensation of the Named Executive Officers, with a substantial majority in favor. This filing provides a clear picture of shareholder sentiment and governance at Brown & Brown, Inc. as of May 2013.

Key Highlights

  • 1Annual Shareholder Meeting held on May 8, 2013, with strong attendance: approximately 91.30% of outstanding shares represented.
  • 2Twelve directors were elected to serve until the next annual meeting, with very high "For" votes for all nominees.
  • 3Deloitte & Touche LLP was ratified as the independent registered public accountants for the fiscal year ending December 31, 2013, with strong shareholder approval.
  • 4Shareholder approval for the compensation of Named Executive Officers was obtained on an advisory basis.
  • 5Minimal opposition was noted for director elections and auditor ratification, indicating broad shareholder consensus.
  • 6The filing confirms a quorum was established, allowing for the transaction of business at the meeting.

Frequently Asked Questions

The main outcomes were the election of twelve directors and the ratification of Deloitte & Touche LLP as the company's independent auditors for fiscal year 2013. Additionally, shareholders approved the compensation of Named Executive Officers on an advisory basis.

There was significant shareholder participation, with 131,431,266 shares represented in person or by proxy, which constitutes approximately 91.30% of the total outstanding shares as of the record date of March 1, 2013. This confirmed a quorum for the meeting.

No, there were very few dissenting votes. All twelve director nominees received an overwhelming majority of votes in favor, and the ratification of Deloitte & Touche LLP as auditors also saw strong approval, with very few votes against or abstentions.

Shareholders approved the compensation of the Named Executive Officers on an advisory basis. Over 115 million shares voted in favor, compared to approximately 4.1 million votes against, indicating general shareholder support for executive pay packages.