Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
On May 1, 2019, shareholders of Brown & Brown, Inc. (the “Company”) approved the Brown & Brown, Inc. 2019 Stock Incentive Plan (the “SIP”). A brief summary of the SIP was included as part of Proposal 4 in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 21, 2019 (the “Proxy Statement”). The summary of the SIP contained in the Proxy Statement is qualified in its entirety by reference to the full text of the SIP, which is filed as Exhibit 10.1 to this report and is incorporated in response to this Item by reference thereto.
Item 5.07
Submission of Matters to a Vote of Security Holders.
On May 1, 2019, the Company held its Annual Meeting of Shareholders (the “Meeting”).
Proxies for the Meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Company’s solicitation.
A total of 281,829,199 shares were outstanding and entitled to vote as of February 25, 2019 (the record date for the Meeting). Of this amount 265,438,685 shares, representing approximately 94.18% of the total number of shares outstanding, were represented in person or by proxy, constituting a quorum for the transaction of business, and were voted at the Meeting.
At the Meeting, shareholders elected J. Hyatt Brown, Samuel P. Bell, III, Hugh M. Brown, J. Powell Brown, Bradley Currey, Jr., Lawrence L. Gellerstedt III, James C. Hays, Theodore J. Hoepner, James S. Hunt, Toni Jennings, Timothy R.M. Main, H. Palmer Proctor, Jr., Wendell S. Reilly and Chilton D. Varner to serve as directors until the next annual meeting of shareholders and until their respective successors are elected and qualified.
The table below sets out the number of votes cast for, and votes withheld from, each director:
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Director
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Votes For
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Votes Withheld
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Broker Non-Votes
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J. Hyatt Brown
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230,690,758
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17,288,998
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17,458,929
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Samuel P. Bell, III
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230,867,843
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17,111,913
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17,458,929
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Hugh M. Brown
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243,194,709
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4,785,047
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17,458,929
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J. Powell Brown
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245,915,879
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2,063,877
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17,458,929
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Bradley Currey, Jr.
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229,466,254
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18,513,502
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17,458,929
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Lawrence L. Gellerstedt III
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247,672,260
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307,496
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17,458,929
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James C. Hays
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235,232,274
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12,747,482
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17,458,929
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Theodore J. Hoepner
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230,564,477
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17,415,279
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17,458,929
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James S. Hunt
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242,890,948
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5,088,808
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17,458,929
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Toni Jennings
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246,053,044
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1,926,712
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17,458,929
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Timothy R.M. Main
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238,576,316
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9,403,440
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17,458,929
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H. Palmer Proctor, Jr.
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247,321,287
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658,469
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17,458,929
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Wendell S. Reilly
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234,431,009
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13,548,747
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17,458,929
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Chilton D. Varner
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243,430,054
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4,549,702
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17,458,929
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The shareholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accountants for the fiscal year ending December 31, 2019. Of the shares voted, 259,612,502 voted in favor, 5,748,209 voted against and 77,974 abstained.
The shareholders approved, on an advisory basis, the compensation of the Named Executive Officers. Of the shares voted, 236,318,525 voted in favor, 11,497,494 voted against and 163,734 abstained. There were also 17,458,929 broker non-votes.
The shareholders approved the Company’s 2019 Stock Incentive Plan (“SIP”). Of the shares voted, 232,489,394 voted in favor, 15,348,243 voted against and 142,115 abstained. There were also 17,458,929 broker non-votes.