8-KShareholder Matters

BROWN & BROWN, INC. 8-K Report, Shareholder Vote Results (May 5, 2023)

Filed May 5, 2023For Securities:BRO

Summary

BROWN & BROWN, INC. (BRO) filed an 8-K on May 5, 2023, detailing the results of its Annual Meeting of Shareholders held on May 3, 2023. The meeting saw strong shareholder participation, with approximately 92% of outstanding shares represented, constituting a quorum. All director nominees were elected to serve until the next annual meeting, with significant "For" votes across the board, indicating continued board support. Additionally, shareholders ratified the appointment of Deloitte & Touche LLP as the independent registered public accountants for the fiscal year ending December 31, 2023, and approved, on an advisory basis, the compensation of Named Executive Officers. A key outcome of the meeting was the advisory vote on executive compensation frequency. Shareholders overwhelmingly favored an annual "Say-on-Pay" vote, with the Board of Directors subsequently confirming that the compensation vote will continue to occur on an annual basis. This demonstrates a preference for regular shareholder input on executive remuneration.

Key Highlights

  • 1All 12 director nominees were elected to the Board of Directors with a substantial majority of "For" votes.
  • 2The appointment of Deloitte & Touche LLP as the independent registered public accountants for the fiscal year ending December 31, 2023, was ratified by shareholders.
  • 3Shareholders approved, on an advisory basis, the compensation of the company's Named Executive Officers ("Say-on-Pay").
  • 4Shareholders overwhelmingly voted in favor of holding the advisory "Say-on-Pay" vote on an annual basis.
  • 5The company's Board of Directors confirmed that the "Say-on-Pay" vote will occur annually, aligning with shareholder preference.
  • 6A high level of shareholder engagement was evident, with approximately 92% of outstanding shares represented at the meeting.

Frequently Asked Questions

Yes, all 12 nominated directors were elected to serve until the next annual meeting of shareholders. The voting results show strong support for each director, with a significant number of "For" votes cast for each nominee.

Shareholders approved, on an advisory basis, the compensation of the Named Executive Officers. This is often referred to as the "Say-on-Pay" vote.

Shareholders voted overwhelmingly in favor of conducting the advisory "Say-on-Pay" vote on an annual basis. The company's Board of Directors has confirmed that this vote will indeed occur annually.

Yes, shareholder participation was very high. Approximately 92% of the total outstanding shares were represented in person or by proxy, which constituted a quorum for the meeting.