Current Report Filing (8-k)
June 23 2022 - 6:01AM
Edgar (US Regulatory)
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0001781755
2022-06-21
2022-06-21
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xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM 8-K
______________________________
CURRENT REPORT
Pursuant to Section
13 or 15(d)
of the Securities
Exchange Act of 1934
Date of Report
(Date of earliest event reported): June 21, 2022
______________________________
BRP Group, Inc.
(Exact name of registrant as specified in its
charter)
______________________________
Delaware |
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001-39095 |
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61-1937225 |
(State or other jurisdiction of |
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(Commission |
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(I.R.S. Employer |
incorporation or organization) |
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File No.) |
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Identification No.) |
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4211 W. Boy Scout Blvd., Suite 800 |
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Tampa, Florida |
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33607 |
(Address of principal executive offices) |
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(Zip Code) |
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(Registrant's telephone number, including area code): (866) 279-0698 |
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Not Applicable |
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(Former Name, former address and former fiscal year, if changed since last report) |
Check the appropriate box below if the form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Class A Common Stock, par value $0.01 per share |
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BRP |
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The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
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Emerging Growth Company |
¨ |
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨
Item 5.07 Submission of Matters to a Vote of Security Holders
On June 21, 2022, BRP Group, Inc. (the “Company”) held
its 2022 Annual Meeting of Shareholders (the “Annual Meeting”), at which a quorum was present. At the Annual Meeting, the
shareholders of the Company voted on the following four proposals, each of which was described in greater detail in the Company’s
definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 29, 2022 (the “Proxy
Statement”):
Proposal 1 - Election of Directors
The following nominees were elected to the Company’s
Board of Directors to hold office for terms to expire upon the annual shareholders’ meeting to be held in 2025 or until their successors
are elected and qualified, or until his earlier death, resignation or removal. The voting results for each nominee were as follows:
Nominee |
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For |
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Withheld |
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Broker Non-Votes |
Joseph Kadow |
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67,783,085 |
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15,767,406 |
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3,037,582 |
Chris Sullivan |
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65,090,637 |
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18,459,854 |
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3,037,582 |
Kris Wiebeck |
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80,967,371 |
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2,583,120 |
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3,037,582 |
Myron Williams |
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81,824,064 |
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1,726,427 |
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3,037,582 |
Proposal 2 – Advisory vote on the compensation of the Company’s
named executive officers (“Say-on-Pay” vote)
The shareholders voted to approve, on a non-binding
advisory basis, the compensation of the Company’s named executive officers as described in the Proxy Statement. The voting results
on this proposal were as follows:
For |
Against |
Abstain |
Broker Non-Votes |
81,812,096 |
70,572 |
1,667,823 |
3,037,582 |
Proposal 3 – Advisory vote the frequency of the Company’s
Say-on-Pay vote
The shareholders approved, on a non-binding advisory
basis, the recommendation that future non-binding advisory votes on the compensation of our named executive officers be held every year.
The voting results on this proposal were as follows:
One Year |
Two Years |
Three Years |
Abstain |
Broker Non-Votes |
83,341,730 |
155,344 |
48,906 |
4,511 |
3,037,582 |
The Board of Directors of the Company considered
the results of the advisory vote on the frequency of the advisory vote on the compensation of the Company’s named executive officers
and decided that, consistent with the Board’s recommendation in the Company’s Proxy Statement, the Company will solicit a
non-binding advisory vote on the compensation of the Company’s named executive officers annually until the next advisory vote on
such frequency is held.
Proposal 4 - Ratification of Appointment of
Independent Registered Public Accounting Firm
The proposal to ratify the appointment of PricewaterhouseCoopers
LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 was approved. The
voting results on this proposal were as follows:
For |
Against |
Abstain |
86,584,411 |
3,620 |
42 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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BRP GROUP, INC. |
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Date: June 22, 2022 |
By: |
/s/ Bradford Hale |
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Name: Bradford Hale |
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Title: Chief Financial Officer |
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