Brown & Brown, Inc. Files Definitive Proxy Statement (DEF 14A)

Ticker: BRO · Form: DEF 14A · Filed: Mar 25, 2024 · CIK: 79282

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, Brown & Brown, Executive Compensation, Shareholder Meeting

TL;DR

<b>Brown & Brown, Inc. has filed its Definitive Proxy Statement (DEF 14A) for the period ending May 8, 2024.</b>

AI Summary

BROWN & BROWN, INC. (BRO) filed a Proxy Statement (DEF 14A) with the SEC on March 25, 2024. Brown & Brown, Inc. filed a Definitive Proxy Statement (DEF 14A) on March 25, 2024. The filing covers the period ending May 8, 2024. The company's fiscal year ends on January 19th. Brown & Brown, Inc. is an insurance agent, broker, and services company. The filing includes data related to equity awards for the fiscal years 2021, 2022, and 2023.

Why It Matters

For investors and stakeholders tracking BROWN & BROWN, INC., this filing contains several important signals. This DEF 14A filing is crucial for shareholders as it details executive compensation, board nominations, and other matters to be voted on at the annual meeting. Understanding the equity award data presented for 2021-2023 can provide insights into the company's long-term incentive strategies and executive remuneration.

Risk Assessment

Risk Level: low — BROWN & BROWN, INC. shows low risk based on this filing. The filing is a routine DEF 14A, indicating standard corporate governance procedures rather than immediate financial distress or significant operational changes.

Analyst Insight

Review the executive compensation details and shareholder proposals within the DEF 14A to understand potential impacts on corporate governance and shareholder value.

Key Numbers

Key Players & Entities

FAQ

When did BROWN & BROWN, INC. file this DEF 14A?

BROWN & BROWN, INC. filed this Proxy Statement (DEF 14A) with the SEC on March 25, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by BROWN & BROWN, INC. (BRO).

Where can I read the original DEF 14A filing from BROWN & BROWN, INC.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by BROWN & BROWN, INC..

What are the key takeaways from BROWN & BROWN, INC.'s DEF 14A?

BROWN & BROWN, INC. filed this DEF 14A on March 25, 2024. Key takeaways: Brown & Brown, Inc. filed a Definitive Proxy Statement (DEF 14A) on March 25, 2024.. The filing covers the period ending May 8, 2024.. The company's fiscal year ends on January 19th..

Is BROWN & BROWN, INC. a risky investment based on this filing?

Based on this DEF 14A, BROWN & BROWN, INC. presents a relatively low-risk profile. The filing is a routine DEF 14A, indicating standard corporate governance procedures rather than immediate financial distress or significant operational changes.

What should investors do after reading BROWN & BROWN, INC.'s DEF 14A?

Review the executive compensation details and shareholder proposals within the DEF 14A to understand potential impacts on corporate governance and shareholder value. The overall sentiment from this filing is neutral.

Risk Factors

Key Dates

Glossary

DEF 14A
A Definitive Proxy Statement filed with the SEC. (Provides detailed information to shareholders before a meeting.)
Equity Awards
Stock options, restricted stock units, or other forms of equity granted to employees. (Key component of executive compensation and incentive structure.)

Filing Stats: 4,476 words · 18 min read · ~15 pages · Grade level 11.4 · Accepted 2024-03-25 17:01:36

Key Financial Figures

Filing Documents

Executive Compensation Tables

Executive Compensation Tables On behalf of our Board of Directors, our leadership team and our teammates, thank you for your investment in and commitment to Brown & Brown Insurance. We look forward to your participation at the Annual Meeting. Sincerely, H. PALMER PROCTOR, JR. Lead Independent Director J. HYATT BROWN Chairman of the Board "Fiscal 2023 was another outstanding year for Brown & Brown, as we crossed our intermediate goal of $4 billion of annual revenues, fueled by a combination of high-quality acquisitions and strong company-wide organic revenue." The Annual Meeting of Shareholders of Brown & Brown, Inc. will be held virtually on Wednesday, May 8, 2024, at 9:00 a.m. (EDT), for the following purposes: 1 To elect fifteen (15) nominees to the Company's Board of Directors; FOR each director nominee 2 To ratify the appointment of Deloitte & Touche LLP as Brown & Brown, Inc.'s independent registered public accountants for the fiscal year ending December 31, 2024; FOR 3 To approve, on an advisory basis, the compensation of named executive officers; FOR 4 To transact such other business as may properly come before the meeting or any adjournment thereof. The Board of Directors has fixed the close of business on March 4, 2024, as the record date for the determination of shareholders entitled to notice of and to vote at the meeting and any postponements or adjournments. By Order of the Board of Directors ANTHONY M. ROBINSON Secretary Daytona Beach, Florida March 25, 2024 Your Vote is Important You will be able to attend the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting via a live audio webcast by registering at http://www.viewproxy.com/bbinsurance/2024/htype.asp by 11:59 p.m. (EDT) on May 5, 2024. If you hold your shares beneficially through a bank or broker, you must provide a legal proxy from your bank or broker during registration, and you will be

EXECUTIVE COMPENSATION TABLES

EXECUTIVE COMPENSATION TABLES 48 PAY RATIO 56 PAY VERSUS PERFORMANCE 58 OTHER IMPORTANT INFORMATION 62

Security Ownership of Management and Certain Beneficial Owners

Security Ownership of Management and Certain Beneficial Owners 62 Annual Meeting and Proxy Solicitation Information 63 Notice of Internet Delivery 63 Attending the Virtual Annual Meeting 64 Voting Your Shares; Required Votes 64 Proposals of Shareholders 65 OTHER MATTERS 67 ANNEX A—INFORMATION REGARDING NON-GAAP FINANCIAL MEASURES 68 BROWN & BROWN, INC.| I This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider. You should read the entire Proxy Statement carefully before voting. Meeting Agenda Meeting Information TIME AND DATE 9:00 a.m. (EDT) on Wednesday, May 8, 2024 LOCATION The Annual Meeting will be held virtually. Please register at http://www.viewproxy.com /bbinsurance/2024/htype.asp RECORD DATE Monday, March 4, 2024 PROPOSAL Board Recommendation For More Information 1 Election of Directors FOR each nominee page 4 2 Ratification of the Appointment of Deloitte & Touche LLP FOR page 23 3 Advisory Vote to Approve

Executive Compensation

Executive Compensation FOR page 27 Director Nominees Committee Chair Audit Committee Compensation Committee Acquisition Committee Nominating/Corporate Governance Committee 1Ms. Jennings previously served on our Board of Directors from 1999 until April 2003. 2Lead Independent Director J. HYATT BROWN, 86 Director since: 1993 J. POWELL BROWN, 56 Director since: 2007 LAWRENCE L. GELLERSTEDT III, 67 Director since: 2018 JAMES C. HAYS, 66 Director since: 2018 THEODORE J. HOEPNER, 82 Director since: 1994 JAMES S. HUNT, 68 Director since: 2013 TONI JENNINGS, 1 74 Director since: 2007 PAUL J. KRUMP, 64 Director since: 2023 TIMOTHY R.M. MAIN, 58 Director since: 2010 BRONISLAW E. MASOJADA, 62 Director since: 2023 JAYMIN B. PATEL, 56 Director since: 2023 H. PALMER PROCTOR, JR., 2 55 Director since: 2012 WENDELL S. REILLY, 66 Director since: 2007 KATHLEEN A. SAVIO, 58 Director since: 2024 CHILTON D. VARNER, 81 Director since: 2004 BROWN & BROWN, INC.| 1 PROXY SUMMARY Director Skills and Diversity Highlights NAME GENDER RACE/ ETHNICITY Male Female White Asian J. Hyatt Brown J. Powell Brown Lawrence L. Gellerstedt III James C. Hays Theodore J. Hoepner James S. Hunt Toni Jennings Timothy R.M. Main Paul J. Krump Bronislaw E. Masojada Jaymin B. Patel H. Palmer Proctor, Jr. Wendell S. Reilly Kathleen A. Savio Chilton D. Varner Independent Corporate Governance Highlights Director Nominees SHAREHOLDER RIGHTS Annual election of directors Majority voting for directors, with director resignation policy BOARD INDEPENDENCE Strong role for Lead Independent Director Periodic rotation of committee members, committee chairs and Lead Independent Director Executive sessions at every in-person Board meeting and virtually, when necessary GOOD GOVERNANCE Strong anti-hedging and anti-pledging provisions Annual Board and committee self-evaluations

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