01—Abstract
Summary
Summary of the 8-K filed May 7, 2026. Cited figures are marked; the original filing is the authoritative source.
Brown & Brown, Inc. (BRO) reported the results of its May 6, 2026 Annual Meeting of Shareholders.
Shareholders approved an amendment to the 2019 Stock Incentive Plan (SIP) that adds 6,900,000 shares to the plan's available pool and extends its term. The increase equals roughly 2.0%a of the 339,559,191 shares outstanding on the March 2, 2026 record date. The SIP amendment passed with about 99% of votes cast, a strong signal of shareholder support for the equity compensation program.
The filing does not state the total shares remaining under the plan or the expected grant pace, so the near-term dilution impact cannot be fully quantified from this document. All 14 director nominees were elected, with individual support ranging from about 91%b (H. Palmer Proctor, Jr., the lowest) to about 97% (J.
Hyatt Brown). Shareholders also ratified Deloitte & Touche LLP as the independent auditor for fiscal 2026, with about 95%c of votes cast in favor. The quorum was 90.27% of outstanding shares, indicating broad participation.
The advisory say-on-pay vote on named executive officer compensation passed, but with materially weaker support than the other items. About 85%d of votes cast were in favor, with roughly 42.5 million votes (about 15%) against.
Investors may view this as a sign of some shareholder concern over executive pay, even though the proposal passed. The filing contains no management commentary on the vote result.
02—Key points
Key Highlights
- SIP amendment approved: adds 6,900,000 shares to the 2019 Stock Incentive Plan and extends its term; about 2.0% of shares outstanding, with ~99% of votes cast in favor (281.5M for, 2.4M against).
- All 14 director nominees elected, with individual 'for' votes between roughly 91% (H. Palmer Proctor, Jr.) and 97% (J. Hyatt Brown) of votes cast.
- Say-on-pay (advisory NEO compensation) passed with about 85% of votes cast in favor, but 42.5M votes (about 15%) were against, the weakest support among the main proposals.
- Deloitte & Touche LLP ratified as independent registered public accounting firm for fiscal year ending December 31, 2026, with about 95% of votes cast in favor.
- Quorum achieved with 306.5M shares (90.27% of 339.6M outstanding) represented at the meeting, with no opposition solicitation.
- Filing is administrative in nature (Items 5.02, 5.07, 9.01); no financial results, guidance, or material transactions are disclosed.
03—Questions
Frequently Asked Questions
How much dilution does the SIP amendment create for shareholders?
The amendment adds 6,900,000 shares, about 2.0% of the 339,559,191 shares outstanding as of the March 2, 2026 record date. The filing does not disclose how many shares remain available under the plan before the increase, how many awards are outstanding, or the expected grant schedule, so the full dilution impact over time cannot be determined from this document.
Why did the say-on-pay proposal receive weaker support than other items?
About 240.8 million votes (roughly 85% of votes cast) supported the advisory compensation proposal, versus 42.5 million against (roughly 15%). Support was still a majority, but the against vote was much higher than for the SIP amendment (about 1%) or the auditor ratification (about 5%). The filing does not explain the reasons, which investors would typically find in the proxy statement's compensation discussion or the company's shareholder engagement disclosures.
Were any directors opposed by a significant number of shareholders?
All nominees were elected. H. Palmer Proctor, Jr. had the highest withheld count at about 24.8 million (roughly 9% of votes cast), while most other directors had withheld votes of roughly 1 to 11 million. Proctor's support was still about 91%, so none of the results indicate a failed election.
Does this filing include any financial results or guidance?
No. The 8-K covers only the SIP amendment, the annual meeting voting results, and the filing of the amended SIP as Exhibit 10.1. It contains no earnings, revenue, margin, or forward-looking financial information, so investors should refer to the company's quarterly and annual reports for performance data.
04—Continue