01—Abstract
Summary
Summary of the 8-K filed April 9, 2024. Cited figures are marked; the original filing is the authoritative source.
Brown & Brown, Inc. (BRO) filed a Form 8-K on April 9, 2024, under Item 7.01 (Regulation FD) to furnish its 2024 Global Impact Report as Exhibit 99.1.
The report covers fiscal year 2023 and is an environmental, social and governance (ESG) disclosure, not a financial report. The 8-K contains no financial results, guidance, or updates to reported earnings. The information is furnished rather than filed, so it is not subject to Section 18 liability and is not incorporated into Securities Act or Exchange Act filings unless specifically referenced.
The report describes the company's operating footprint and human capital practices. As of December 31, 2023, Brown & Brown reported 322 domestic locations in 46 states and 177 international locations across 13 countries, with 16,000+ teammates. Highlighted metrics include a 92%a teammate rating of the company as a Great Place to Work, about 60% of U.S. teammates participating in the employee stock purchase plan, and more than 20% of the company owned by teammates.
Other disclosures cover a new International ESG Working Group, a DIB Advisory Council, workplace mental health certification, and governance practices such as 27%b of directors being women or racially or ethnically diverse. For investors, the filing is primarily informational. It reports no material information security breaches over the last three years and no material losses from customer privacy incidents or professional integrity matters in 2023.
The report explicitly states that its inclusion of information labeled material or a priority does not constitute a materiality determination under securities laws, and directs readers to the Form 10-K for material risk and financial information. Certain metrics, such as employee and customer turnover and retention rates, are not publicly disclosed.
02—Key points
Key Highlights
- Filing type and nature: Form 8-K Item 7.01 (Regulation FD) furnishing the annual 2024 Global Impact Report (Exhibit 99.1) covering fiscal 2023; no financial results or guidance are included.
- Footprint: As of December 31, 2023, 322 domestic locations in 46 states and 177 international locations in 13 countries, with 16,000+ teammates globally (16K+ full-time, 250+ part-time, 25+ seasonal).
- Human capital: 92% of teammates say Brown & Brown is a Great Place to Work; about 60% of U.S. teammates participate in the ESPP; more than 20% of the company is owned by teammates; 2023 Be Our BEST survey saw over 69% participation.
- Governance and risk: 0 material information security breaches over the last three years and 0 material losses or legal proceedings tied to customer privacy or professional integrity in 2023; the Audit Committee oversees information security and cybersecurity risks.
- Board composition: 27% of directors are women or racially or ethnically diverse; CEO and Chairman roles are separated.
- Community and recognition: 23 beneficiaries received aid from the Brown & Brown Disaster Relief Foundation; the Haute Route Alps charity effort led by CEO Powell Brown and siblings raised more than $4 million for brain and mental health nonprofits; the company received the 2022-2023 Platinum Bell Seal for Workplace Mental Health.
- Disclosure caveats: The report states its metrics are non-financial and aspirational, were not externally assured, and that its 'material' labels are not securities-law materiality determinations; investors are directed to the Form 10-K.
03—Questions
Frequently Asked Questions
Does this 8-K contain any financial results or guidance for Brown & Brown?
No. The 8-K furnishes the 2024 Global Impact Report, an ESG document, under Item 7.01 (Regulation FD). It contains no earnings, revenue, margin, or guidance information. Financial performance should be reviewed in the company's quarterly and annual SEC reports.
Is the information in this 8-K considered filed for legal liability purposes?
No. The 8-K states that Item 7.01 and Exhibit 99.1 are furnished rather than filed under Section 18 of the Exchange Act, and are not incorporated by reference into other filings unless specifically referenced.
What human capital metrics does the report highlight?
As of December 31, 2023, the company reported 16,000+ teammates, with 92% saying Brown & Brown is a Great Place to Work, about 60% of U.S. teammates in the ESPP, and more than 20% company ownership by teammates. The company does not publicly disclose voluntary or involuntary turnover rates, and it may consider doing so in future reports.
Did Brown & Brown experience any material cybersecurity or customer privacy incidents?
According to the report, the company had no material information security breaches involving unauthorized disclosure of sensitive information over the last three years, and no material losses or legal proceedings tied to customer privacy incidents or professional integrity in 2023. The report notes the company has experienced cybersecurity incidents such as malware and phishing attempts, but none have had a material impact to date. The Form 10-K contains the company's formal cybersecurity risk disclosures.
Does the report's use of the word 'material' mean the items are financially material?
Not necessarily. The report states that labeling information as material or a priority does not characterize its materiality for securities-law purposes or its financial impact. Investors seeking material financial and risk information should refer to the company's Form 10-K.
04—Continue