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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 08, 2024

 

 

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 No.)

 

 

 

 

 

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 5.07 Submission of Matters to a Vote of Security Holders.

On May 8, 2024, 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 285,340,698 shares were outstanding and entitled to vote as of March 4, 2024 (the record date for the Meeting). Of this amount 262,993,963 shares, representing approximately 92% 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, Paul J. Krump, Timothy R.M. Main, Bronislaw E. Masojada, Jaymin B. Patel, H. Palmer Proctor, Jr., Wendell S. Reilly, Kathleen A. Savio and Chilton D. Varner 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

 

231,735,835

 

10,846,750

 

20,411,378

J. Powell Brown

 

239,770,552

 

2,812,033

 

20,411,378

Lawrence L. Gellerstedt III

 

233,176,731

 

9,405,854

 

20,411,378

Theodore J. Hoepner

 

229,763,838

 

12,818,747

 

20,411,378

James S. Hunt

 

238,004,150

 

4,578,435

 

20,411,378

Toni Jennings

 

231,871,526

 

10,711,059

 

20,411,378

Paul J. Krump

 

242,182,336

 

400,249

 

20,411,378

Timothy R.M. Main

 

239,014,714

 

3,567,871

 

20,411,378

Bronislaw E. Masojada

 

241,404,409

 

1,178,176

 

20,411,238

Jaymin B. Patel

 

241,565,285

 

1,017,300

 

20,411,378

H. Palmer Proctor, Jr.

 

210,051,188

 

32,531,397

 

20,411,378

Wendell S. Reilly

 

230,448,070

 

12,134,515

 

20,411,378

Kathleen A. Savio

 

242,187,066

 

395,519

 

20,411,378

Chilton D. Varner

 

230,543,636

 

12,038,949

 

20,411,378

 

The shareholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accountants for the fiscal year ending December 31, 2024. Of the shares voted, 252,495,249 voted in favor, 10,266,642 voted against and 232,072 abstained.

The shareholders approved, on an advisory basis, the compensation of the Named Executive Officers. Of the shares voted, 228,748,624 voted in favor, 10,177,711 voted against and 3,656,232 abstained. There were also 20,411,396 broker non-votes.

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 9, 2024

By:

/s/ Anthony M. Robinson

 

 

 

Anthony M. Robinson

Secretary