Brown & Brown Files DEF 14A for May 6, 2026 Annual Meeting

Def 14a - Brown &Amp; Brown, Inc. (0000079282) (Filer) Filing Summary
FieldDetail
CompanyDef 14a - Brown &Amp; Brown, Inc. (0000079282) (Filer)
Filed DateMar 24, 2026
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$5.9 b, $1.2 billion, $1.5 billion, $1.8 b, $193 million
Sentimentneutral

Complexity: moderate

Sentiment: neutral

Topics: proxy-statement, annual-meeting, corporate-governance

TL;DR

**Brown & Brown just dropped its proxy statement for the May 6, 2026 annual meeting, get ready to vote on leadership and pay!**

AI Summary

BROWN & BROWN, INC. filed a DEF 14A proxy statement on March 24, 2026, for its upcoming annual meeting scheduled for May 6, 2026. This filing outlines important information for shareholders, including proposals for voting on directors, executive compensation, and other corporate matters. This matters to shareholders because it details the decisions they will vote on, directly impacting the company's governance and future direction, and provides transparency into executive pay and board structure.

Why It Matters

This filing is crucial for shareholders as it contains the agenda and proposals for the annual meeting, where key decisions about the company's leadership and policies will be made.

Risk Assessment

Risk Level: low — A DEF 14A filing is a standard disclosure document for an annual meeting and does not inherently indicate high risk, but rather provides transparency.

Analyst Insight

An investor should review the full DEF 14A document to understand the specific proposals, especially regarding director elections and executive compensation, before the May 6, 2026 annual meeting to make informed voting decisions.

Key Numbers

  • 117 — Documents (Total number of documents included in the filing)
  • 2412072 — Size (bytes) (Size of the primary iXBRL DEF 14A document)
  • 874138 — Size (bytes) (Size of the PDF DEF 14A document)

Key Players & Entities

  • BROWN & BROWN, INC. (company) — Filer of the DEF 14A
  • 0000079282 (company) — Filer CIK
  • 2026-03-24 (date) — Filing Date
  • 2026-05-06 (date) — Period of Report (Annual Meeting Date)

Forward-Looking Statements

  • Shareholders will vote on the election of directors and executive compensation at the May 6, 2026 annual meeting. (BROWN & BROWN, INC.) — high confidence, target: 2026-05-06

FAQ

What is the purpose of this DEF 14A filing by BROWN & BROWN, INC.?

The DEF 14A filing by BROWN & BROWN, INC. is an 'Other definitive proxy statement' which provides shareholders with information needed to vote at the upcoming annual meeting, scheduled for May 6, 2026.

When was this DEF 14A filing submitted and accepted by the SEC?

This DEF 14A filing was submitted and accepted by the SEC on March 24, 2026, at 17:02:08.

What is the EDGAR Accession No. for this specific filing?

The EDGAR Accession No. for this filing is 0001193125-26-122172.

How many documents are included in this filing, and what is the primary document type?

There are 117 documents included in this filing. The primary document type is 'd30704ddef14a.htm' which is an iXBRL DEF 14A document, and also a PDF version 'd30704ddef14a1.pdf'.

What is the date of the annual meeting to which this proxy statement pertains?

This proxy statement pertains to an annual meeting with a Period of Report of May 6, 2026.

Filing Stats: 4,488 words · 18 min read · ~15 pages · Grade level 11.5 · Accepted 2026-03-24 17:02:08

Key Financial Figures

  • $5.9 b — l revenues by approximately 23% to over $5.9 billion, increased our net cash from oper
  • $1.2 billion — operating activities from approximately $1.2 billion to nearly $1.5 billion and again expand
  • $1.5 billion — om approximately $1.2 billion to nearly $1.5 billion and again expanded our industry-leading
  • $1.8 b — s with annual revenues of approximately $1.8 billion, the largest being our milestone
  • $193 million — nsecutive year, returning approximately $193 million to shareholders in 2025. Our Board of
  • $193 MILLION — idend increase, returning approximately $193 MILLION to shareholders in 2025 ROBUST GROWTH
  • $1.8 BILLION — regate annual revenues of approximately $1.8 BILLION Total revenues $5.9 billion $4.8
  • $5.9 billion — imately $1.8 BILLION Total revenues $5.9 billion $4.8 billion Net income attributabl
  • $4.8 billion — LLION Total revenues $5.9 billion $4.8 billion Net income attributable to the Compan
  • $1.1 billion — et income attributable to the Company $1.1 billion $1.0 billion 1 Diluted earnings per
  • $1.0 billion — butable to the Company $1.1 billion $1.0 billion 1 Diluted earnings per share $3.16
  • $3.16 — illion 1 Diluted earnings per share $3.16 $3.46 1 Company total commissions a
  • $3.46 — Diluted earnings per share $3.16 $3.46 1 Company total commissions and fees
  • $28 million — e-tax gain on disposal of approximately $28 million in 2024 associated with the sale of cer

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. 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 "In 2025, we grew our total revenues by approximately 23% to over $5.9 billion, increased our net cash from operating activities to nearly $1.5 billion and again expanded our industry-leading operating margins." The Annual Meeting of Shareholders of Brown & Brown, Inc. will be held virtually on Wednesday, May 6, 2026, at 9:00 a.m. (EDT), for the following purposes: 1 To elect fourteen (14) 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, 2026; FOR 3 To approve, on an advisory basis, the compensation of named executive officers; FOR 4 To approve an amendment to the Company's 2019 Stock Incentive Plan to increase the number of shares available for issuance under the plan and extend the term; and FOR 5 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 2, 2026, 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 24, 2026 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 https://web.viewproxy.com/BBrown/2026 by 11:59 p.m. (EDT) on May 3, 2026. If you hold your

EXECUTIVE COMPENSATION TABLES

EXECUTIVE COMPENSATION TABLES 51 PAY RATIO 60 PAY VERSUS PERFORMANCE 62 Proposal 4: An Amendment to the Company's 2019 Stock Incentive Plan to Increase Shares Available for Issuance and Extend the Term 66 Summary of Outstanding Awards under Our Equity Compensation Plans 67 Shareholder-Friendly Features of the 2019 SIP 67 Shares Available for Future Grant 68 Description of the 2019 SIP 69 Types of Awards Available for Grant under the 2019 SIP 69 Tax Consequences 71 Past Grants under the 2019 SIP 72 BROWN & BROWN, INC.| I TABLE OF CONTENTS EQUITY COMPENSATION PLAN INFORMATION 74 ADDITIONAL EQUITY COMPENSATION PLAN INFORMATION 75 OTHER IMPORTANT INFORMATION 76

Security Ownership of Management and Certain Beneficial Owners

Security Ownership of Management and Certain Beneficial Owners 76 Annual Meeting and Proxy Solicitation Information 77 Notice of Internet Delivery 77 Attending the Virtual Annual Meeting 78 Voting Your Shares; Required Votes 78 Proposals of Shareholders 79 OTHER MATTERS 81 ANNEX A—INFORMATION REGARDING NON-GAAP FINANCIAL MEASURES 82 APPENDIX A—BROWN & BROWN, INC. 2019 STOCK INCENTIVE PLAN A-1 APPENDIX B—AMENDMENT TO BROWN & BROWN, INC. 2019 STOCK INCENTIVE PLAN B-1 II |BROWN & BROWN, INC. 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 6, 2026 LOCATION The Annual Meeting will be held virtually. Please register at https://web.viewproxy.com/BBrown/2026 RECORD DATE Monday, March 2, 2026 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 20 3 Advisory Vote to Approve

Executive Compensation

Executive Compensation FOR page 24 4 Approval of Amendment to the Company's 2019 Stock Incentive Plan to Increase Number of Shares Available for Issuance under the Plan and Extend the Term FOR page 66 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, 88 Director since: 1993 J. POWELL BROWN, 58 Director since: 2007 LAWRENCE L. GELLERSTEDT III, 69 Director since: 2018 THEODORE J. HOEPNER, 84 Director since: 1994 JAMES S. HUNT, 70 Director since: 2013 TONI JENNINGS, 1 76 Director since: 2007 JOIA M. JOHNSON, 66 Director since: 2025 PAUL J. KRUMP, 66 Director since: 2023 TIMOTHY R.M. MAIN, 60 Director since: 2010 BRONISLAW E. MASOJADA, 64 Director since: 2023 JAYMIN B. PATEL, 58 Director since: 2023 H. PALMER PROCTOR, JR., 2 57 Director since: 2012 WENDELL S. REILLY, 68 Director since: 2007 KATHLEEN A. SAVIO, 60 Director since: 2024 BROWN & BROWN, INC.| 1 PROXY SUMMARY Director Skills and Diversity Highlights NAME GENDER RACE/ ETHNICITY Male Female White Black or African American Asian J. Hyatt Brown J. Powell Brown Lawrence L. Gellerstedt III Theodore J. Hoepner James S. Hunt Toni Jennings Joia M. Johnson Timothy R.M. Main Paul J. Krump Bronislaw E. Masojada Jaymin B. Patel H. Palmer Proctor, Jr. Wendell S. Reilly Kathleen A. Savio 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 mee

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