8-KShareholder Matters

BROWN & BROWN, INC. 8-K Report, Shareholder Vote Results (May 3, 2018)

Filed May 3, 2018For Securities:BRO

Summary

This 8-K filing details the results of Brown & Brown, Inc.'s (BRO) Annual Meeting of Shareholders held on May 2, 2018. The meeting saw overwhelming shareholder support for the company's proposed slate of directors, with all nominees elected with substantial majorities, indicating strong confidence in the current board's leadership. Key proposals also received significant approval. Shareholders ratified the appointment of Deloitte & Touche LLP as the independent registered public accountants for fiscal year 2018. Furthermore, an advisory vote on executive compensation passed with a large majority, and an amendment to the 2008 Sharesave Plan was also approved, signaling shareholder alignment with the company's compensation strategies and equity incentive programs.

Key Highlights

  • 1All 12 nominated directors were overwhelmingly elected, with individual 'Votes For' ranging from over 110 million to nearly 119.4 million.
  • 2A high quorum of approximately 92.3% of outstanding shares (127,439,211) was represented at the meeting, demonstrating strong shareholder engagement.
  • 3Shareholders ratified the appointment of Deloitte & Touche LLP as the company's independent auditor for the fiscal year ending December 31, 2018, with over 124 million votes in favor.
  • 4An advisory resolution to approve the compensation of Named Executive Officers received significant shareholder support, with approximately 99.1% of voted shares in favor.
  • 5An amendment to the Brown & Brown, Inc. 2008 Sharesave Plan was approved by shareholders, indicating support for the company's employee equity incentive programs.

Frequently Asked Questions

The main outcomes included the election of all 12 nominated directors, the ratification of Deloitte & Touche LLP as the independent auditor, an advisory approval of executive compensation, and the approval of an amendment to the 2008 Sharesave Plan.

All director nominees received substantial support, with the number of 'Votes For' each director ranging from approximately 110.1 million to 119.3 million. The number of 'Votes Withheld' was significantly lower for all directors.

Shareholders expressed strong approval for the compensation of Named Executive Officers on an advisory basis. Approximately 99.1% of the votes cast were in favor of the executive compensation proposal.

Yes, a quorum was present. Approximately 92.3% of the total outstanding shares, representing 127,439,211 shares, were represented in person or by proxy at the meeting.