Brown & Brown (BRO) shareholders back stock plan expansion and all director nominees

Rhea-AI Filing Summary

Brown & Brown, Inc. reported the results of its annual shareholder meeting and an amendment to its stock plan. Shareholders approved an increase of 6,900,000 shares available for issuance under the 2019 Stock Incentive Plan and extended its term. All 14 nominated directors were elected, with each receiving over 259 million votes in favor. Shareholders also ratified Deloitte & Touche LLP as independent registered public accountants for the fiscal year ending December 31, 2026, and approved, on an advisory basis, compensation for the named executive officers. The meeting had strong participation, with 306,507,079 of 339,559,191 shares outstanding and entitled to vote represented in person or by proxy.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

New SIP share pool: 6,900,000 shares Shares outstanding: 339,559,191 shares Shares represented: 306,507,079 shares +4 more

7 metrics

New SIP share pool 6,900,000 shares Increase in shares available under 2019 Stock Incentive Plan

Shares outstanding 339,559,191 shares Outstanding and entitled to vote as of March 2, 2026

Shares represented 306,507,079 shares Represented in person or by proxy at annual meeting (~90.27%)

Auditor ratification votes for 290,036,120 votes Votes for Deloitte & Touche LLP as 2026 auditor

Say-on-pay votes for 240,765,556 votes Advisory approval of Named Executive Officers’ compensation

SIP amendment votes for 281,520,155 votes Approval of SIP share increase and term extension

Lowest director support 259,499,982 votes Votes for H. Palmer Proctor, Jr. as director

Key Terms

2019 Stock Incentive Plan, broker non-votes, independent registered public accountants, advisory basis, +1 more

5 terms

2019 Stock Incentive Plan financial

"approved an amendment to the Brown & Brown, Inc. 2019 Stock Incentive Plan"

broker non-votes regulatory

"There were also 22,222,634 broker non-votes."

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accountants regulatory

"ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accountants"

Independent registered public accountants are external auditing firms licensed to examine a public company’s financial records and issue an objective opinion on whether the financial statements are accurate and follow accounting rules. They matter to investors because their independent check is like a neutral referee confirming the score in a game — it reduces the risk of errors or misleading information and helps investors trust the financial reports used to make decisions.

advisory basis regulatory

"The shareholders approved, on an advisory basis, the compensation of the Named Executive Officers."

quorum regulatory

"constituting a quorum for the transaction of business, and were voted at the Meeting."

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

Understanding 8-K Material Events →

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 6, 2026

BROWN & BROWN, INC.

(Exact name of registrant as specified in its charter)

Florida		001-13619		59-0864469
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)
300 North Beach Street
Daytona Beach, Florida				32114
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: (386) 252-9601

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.10 Par Value		BRO		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

On May 6, 2026, shareholders of Brown & Brown, Inc. (the "Company") approved an amendment to the Brown & Brown, Inc. 2019 Stock Incentive Plan (the “SIP”) to increase the number of shares available for issuance under the SIP by 6,900,000 shares and extend the term of the SIP. The Compensation Committee of the Company's Board of Directors previously approved the amendment to the SIP, subject to approval by the Company’s shareholders. A brief summary of the SIP was included as part of Proposal 4 in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 24, 2026 (the “Proxy Statement”). The summary of the SIP contained in the Proxy Statement is incorporated by reference into this Item 5.02. Such description does not purport to be complete, and is qualified in its entirety by reference to the full text of the SIP, as amended, which is filed as Exhibit 10.1 to this report and is incorporated in response to this Item by reference thereto. The related shareholder vote is described under Item 5.07, below.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 6, 2026, the Company held its Annual Meeting of Shareholders (the “Meeting”). Proxies for the Meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Company’s solicitation.

A total of 339,559,191 shares were outstanding and entitled to vote as of March 2, 2026 (the record date for the Meeting). Of this amount 306,507,079 shares, representing approximately 90.27% of the total number of shares outstanding, were represented in person or by proxy, constituting a quorum for the transaction of business, and were voted at the Meeting.

At the Meeting, shareholders elected J. Hyatt Brown, J. Powell Brown, Lawrence L. Gellerstedt III, Theodore J. Hoepner, James S. Hunt, Toni Jennings, Joia M. Johnson, Paul J. Krump, Timothy R.M. Main, Bronislaw E. Masojada, Jaymin B. Patel, H. Palmer Proctor, Jr., Wendell S. Reilly, and Kathleen A. Savio to serve as directors until the next annual meeting of shareholders and until their respective successors are elected and qualified.

The table below sets out the number of votes cast for, and votes withheld from, each director:

Directors	Votes For	Votes Withheld	Broker Non-Votes
J. Hyatt Brown	275,032,720	9,251,741	22,222,618
J. Powell Brown	282,586,622	1,697,839	22,222,618
Lawrence L. Gellerstedt III	279,428,055	4,856,406	22,222,618
Theodore J. Hoepner	273,431,924	10,852,537	22,222,618
James S. Hunt	276,455,079	7,829,382	22,222,618
Toni Jennings	273,662,627	10,621,834	22,222,618
Joia M. Johnson	281,805,774	2,478,687	22,222,618
Paul J. Krump	283,223,881	1,060,580	22,222,618

Timothy R.M. Main	277,030,963	7,253,498	22,222,618
Bronislaw E. Masojada	283,141,804	1,142,657	22,222,618
Jaymin B. Patel	282,074,163	2,210,298	22,222,618
H. Palmer Proctor, Jr.	259,499,982	24,784,479	22,222,618
Wendell S. Reilly	273,627,746	10,656,715	22,222,618
Kathleen A. Savio	283,220,817	1,063,644	22,222,618

The shareholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accountants for the fiscal year ending December 31, 2026. Of the shares voted, 290,036,120 voted in favor, 16,369,254 voted against, and 101,705 abstained.

The shareholders approved, on an advisory basis, the compensation of the Named Executive Officers. Of the shares voted, 240,765,556 voted in favor, 42,472,512 voted against, and 1,046,377 abstained. There were also 22,222,634 broker non-votes.

The shareholders approved the amendment to the SIP to increase the aggregate number of shares available for issuance under the SIP by 6,900,000 shares and extend the term of the SIP. Of the shares voted, 281,520,155 voted in favor, 2,432,780 voted against, and 331,512 abstained. There were also 22,222,632 broker non-votes.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is filed herewith:

10.1 Amended and Restated Brown & Brown, Inc. 2019 Stock Incentive Plan

104 Cover Page Interactive Data File (formatted as inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			BROWN & BROWN, INC. (Registrant)
Date:	May 7, 2026	By:	/s/ Anthony M. Robinson
			Anthony M. Robinson Secretary

FAQ

What did Brown & Brown (BRO) shareholders approve regarding the 2019 Stock Incentive Plan?

Shareholders approved an amendment to the 2019 Stock Incentive Plan increasing shares available for issuance by 6,900,000 shares and extending the plan’s term. This supports continued use of equity-based awards for employees and executives under the existing incentive framework.

How many Brown & Brown (BRO) shares were represented at the 2026 annual meeting?

At the annual meeting, 306,507,079 shares were represented in person or by proxy out of 339,559,191 shares outstanding and entitled to vote. This represented approximately 90.27% participation, providing a solid quorum for all shareholder votes.

Were all Brown & Brown (BRO) director nominees elected at the meeting?

All 14 director nominees, including J. Hyatt Brown and J. Powell Brown, were elected to serve until the next annual meeting. Each nominee received hundreds of millions of votes for, with broker non-votes recorded but no opposing slate or alternative nominees.

Which audit firm did Brown & Brown (BRO) shareholders ratify for 2026?

Shareholders ratified Deloitte & Touche LLP as independent registered public accountants for the fiscal year ending December 31, 2026. The ratification received 290,036,120 votes in favor, with 16,369,254 against and 101,705 abstentions recorded at the meeting.

How did Brown & Brown (BRO) shareholders vote on executive compensation?

Shareholders approved, on an advisory basis, compensation of the Named Executive Officers. The advisory say-on-pay resolution received 240,765,556 votes in favor, 42,472,512 against, and 1,046,377 abstentions, with an additional 22,222,634 broker non-votes reported.

What were the vote results for Brown & Brown’s (BRO) stock plan amendment?

The amendment to increase shares under the Stock Incentive Plan by 6,900,000 shares and extend its term received strong support. There were 281,520,155 votes in favor, 2,432,780 against, and 331,512 abstentions, plus 22,222,632 broker non-votes.

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 EX-10.1 175.3 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 29.9 KB