Brown & Brown (BRO) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 6, 2026, to be held virtually, with shareholders able to vote online, by phone, or by mail.

• Fiscal 2025 saw 23% revenue growth to $5.9 billion, net income of $1.1 billion, and net cash from operations rising to $1.5 billion.

• 43 acquisitions completed in 2025, including the milestone acquisition of Accession, the largest in company history.

• Dividend increased for the 32nd consecutive year, returning $193 million to shareholders.

Voting matters and shareholder proposals

• Four main proposals: election of 14 directors, ratification of Deloitte & Touche LLP as auditor, advisory vote on executive compensation, and amendment to the 2019 Stock Incentive Plan to increase shares and extend the term.

• Board recommends voting FOR all proposals.

• Shareholders can submit proposals and director nominations for future meetings, subject to advance notice requirements.

Board of directors and corporate governance

• Board consists of 14 nominees, 86% independent, with diverse skills and backgrounds.

• Strong governance practices: annual director elections, majority voting, lead independent director, anti-hedging/pledging, annual evaluations, and robust stock ownership guidelines.

• Board committees: Audit, Compensation, and Nominating/Corporate Governance, all composed of independent directors.

• Regular board refreshment and director education; no mandatory retirement age or term limits.