Brown & Brown (BRO) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 7, 2025, to be held virtually, with voting on key proposals including director elections, auditor ratification, executive compensation, and an amendment to the 2019 Stock Incentive Plan.

• Fiscal 2024 saw milestone financial performance: total revenues exceeded $4.8 billion, net cash from operations reached nearly $1.2 billion, and operating margins expanded.

• 32 acquisitions were completed in 2024, adding $174 million in annual revenues, including a major acquisition in the Netherlands.

• Dividend increased for the 31st consecutive year, returning $154 million to shareholders.

• Board refreshment included the addition of Stephen P. Hearn and the planned departure of long-serving directors.

Voting matters and shareholder proposals

• Shareholders will vote on: election of 13 directors, ratification of Deloitte & Touche LLP as auditor, advisory approval of executive compensation, and an amendment to the 2019 Stock Incentive Plan to increase shares and extend the term.

• Board recommends a vote FOR all proposals.

• Shareholder proposals and nominations for the 2026 meeting must comply with advance notice requirements.

Board of directors and corporate governance

• 13 director nominees, 85% independent, with diverse skills and backgrounds.

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

• Annual board and committee self-evaluations, regular rotation of committee roles, and robust stock ownership and clawback policies.

• Board leadership structure separates Chairman and CEO roles; Lead Independent Director presides over executive sessions.

• Director compensation includes annual retainers, committee chair fees, and equity grants.