BROWN & BROWN, INC. 8-K

What Happened

• Brown & Brown, Inc. (BRO) filed an 8-K on May 7, 2026 reporting results from its May 6, 2026 Annual Meeting. Shareholders approved an amendment to the Brown & Brown, Inc. 2019 Stock Incentive Plan (SIP) to increase the pool by 6,900,000 shares and extend the plan term. The Compensation Committee had previously approved the amendment, subject to shareholder approval.
• At the meeting, 306,507,079 of 339,559,191 outstanding shares (≈90.27%) were represented. Fourteen directors were elected to serve until the next annual meeting, and shareholders ratified Deloitte & Touche LLP as the company’s independent auditors for fiscal 2026.

Key Details

• SIP amendment vote (May 6, 2026): 281,520,155 for, 2,432,780 against, 331,512 abstentions; 22,222,632 broker non‑votes. The amended and restated SIP was filed as Exhibit 10.1 to the 8-K.
• Shareholder meeting: record date March 2, 2026; 339,559,191 shares outstanding; 306,507,079 shares voted (quorum).
• Director elections: 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 were elected. Notably, H. Palmer Proctor, Jr. received 259,499,982 votes for and 24,784,479 votes withheld.
• Auditor ratification and say‑on‑pay: Deloitte ratified (290,036,120 for; 16,369,254 against; 101,705 abstain). Advisory approval of Named Executive Officer compensation: 240,765,556 for; 42,472,512 against; 1,046,377 abstain. Broker non‑votes totaled ~22.22M for certain proposals.

Why It Matters

• The 6.9 million share increase expands the company’s equity pool for stock-based compensation (grants to executives, employees, or directors), which can dilute existing shareholders over time as awards are issued. The vote outcome signals shareholder support for management’s compensation strategy.
• Director re-elections and auditor ratification maintain board continuity and the company’s external audit relationship—both governance items investors watch for stability and oversight.
• The advisory say-on-pay passed but received a meaningful minority opposition (~15% of votes cast against), a signal investors may monitor for future compensation governance.