BROWN & BROWN INC
For the period ended May 8, 2024. Filed Mar 25, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 8, 2024 · Filed Mar 25, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant
☒
Filed by a party other than the Registrant
☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Under Rule 240.14a-12 |
BROWN & BROWN, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| Dear Fellow Shareholders: On behalf of Brown & Brown, Inc.’s Board of Directors, we are pleased to invite you to attend our Annual Meeting of Shareholders on Wednesday, May 8, 2024. Again this year, we will hold the meeting virtually via a live audio webcast to make the meeting more accessible to our shareholders across the world, while minimizing the costs of an in-person meeting. The attached Notice of Annual Meeting of Shareholders and Proxy Statement include important information about the matters to be voted on at the meeting. The proxy materials for the Annual Meeting, which include the Proxy Statement and 2023 Annual Report, are available online to expedite receipt of proxy materials while lowering the costs and reducing the environmental impact of the meeting. Fiscal 2023 was another outstanding year for Brown & Brown, as we crossed our intermediate goal of $4 billion of annual revenues, fueled by a combination of high-quality acquisitions and strong company-wide organic revenue growth. We remained focused on growing profitably by expanding our industry-leading operating margins, and we increased our annual cash provided by operations to a record high of over $1 billion. As part of our disciplined strategy to manage and allocate our capital for the long-term benefit of our shareholders, we completed 33 strategic acquisitions during the year with combined annual revenues of approximately $162 million. By focusing on acquisitions that fit culturally and make sense financially, we expanded our footprint domestically, as well as in various international locations, including in the United Kingdom, Canada and various Western European countries. We also increased our dividend for the 30th consecutive year, returning approximately $135 million to shareholders in 2023, and continued to pay down our debt, as we have done before after large capital deployments. Our Board is committed to ongoing succession planning with the goal of attracting the most qualified director candidates with diverse backgrounds and skillsets to guide us on our journey as A Forever Company. To that end, between early 2023 and early 2024, we welcomed four highly qualified independent Board members who bring a combination of robust industry knowledge and extensive international experience. Whether or not you attend the virtual meeting, we encourage you to vote online, by phone or by signing and returning your proxy card promptly in the enclosed envelope to assure your shares will be represented at the meeting. If you decide to attend the virtual meeting and vote your shares electronically, you will, of course, have that opportunity. | 2023 Total Shareholder Return +26% |
|---|---|
| Proxy Statement Highlights | |
| 1 | Proxy Summary |
| 4 | Board and Corporate Governance Matters |
| 48 | 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 Insurance. 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 | |
“Fiscal 2023 was another outstanding year for Brown & Brown,
as we crossed our intermediate goal of $4 billion of annual
revenues, fueled by a combination of high-quality acquisitions
and strong company-wide organic revenue.”
The Annual Meeting of Shareholders of Brown & Brown, Inc. will be held virtually on Wednesday, May 8, 2024, at 9:00 a.m. (EDT), for the following purposes:
| 1 | To elect fifteen (15) 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, 2024; | |
| FOR | ||
| 3 | To approve, on an advisory basis, the compensation of named executive officers; | |
| FOR | ||
| 4 | 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 4, 2024, 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 25, 2024
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 http://www.viewproxy.com/bbinsurance/2024/htype.asp by 11:59 p.m. (EDT) on May 5, 2024. If you hold your shares beneficially through a bank or broker, you must provide a legal proxy from your bank or broker during registration, and you will be assigned a Virtual Control Number in order to vote your shares during the Annual Meeting. If you are unable to obtain a legal proxy to vote your shares, you will still be able to attend the Annual Meeting (but will not be able to vote your shares) so long as you demonstrate proof of stock ownership. Instructions on how to connect and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at http://www.viewproxy.com/bbinsurance/2024/htype.asp. For more information, see “Attending the Virtual Annual Meeting” below. A replay of the webcast will be available in the “Investor Relations” section of our website (www.bbinsurance.com) beginning the afternoon of May 8, 2024, and continuing for 30 days thereafter. How to Vote
By Internet Prior to the Annual Meeting, you can vote your shares online via the website on your proxy card or voting instruction form. During the Annual Meeting, you can vote your shares online at www.AALvote.com/BRO. See “Attending the Virtual Annual Meeting” for more details.
By Telephone In the U.S. or Canada, you can vote your shares toll-free by calling 1-866-804-9616.
By Mail Please vote, date, sign and promptly return the enclosed proxy in the envelope provided for that purpose, whether or not you intend to be present at the meeting.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 8, 2024 The Proxy Statement and Annual Report to Shareholders are available at: www.viewproxy.com/bbinsurance/2024.
| MESSAGE FROM OUR CHAIRMAN AND OUR LEAD INDEPENDENT DIRECTOR | |
|---|---|
| NOTICE OF ANNUAL MEETING OF SHAREHOLDERS | |
| PROXY SUMMARY | 1 |
| BOARD AND CORPORATE GOVERNANCE MATTERS | 4 |
| Proposal 1: Election of Directors | 4 |
| Director Nominees | 5 |
| The Board’s Role and Responsibilities | 15 |
| Board Structure and Process | 17 |
| Meetings and Attendance | 20 |
| Director Compensation | 20 |
| AUDIT MATTERS | 23 |
| Proposal 2: Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accountants | 23 |
| Report of the Audit Committee | 24 |
| INFORMATION CONCERNING INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS | 25 |
| Fees Paid to Deloitte & Touche LLP | 25 |
| Audit Committee Policy for Pre-Approval of Independent Registered Public Accountants Services | 25 |
| COMPENSATION MATTERS | 27 |
| Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation | 27 |
| Compensation Committee Report | 28 |
| COMPENSATION DISCUSSION AND ANALYSIS | 29 |
| Executive Summary | 29 |
|---|---|
| Our Compensation Philosophy | 31 |
| Compensation Components | 31 |
| How We Set Compensation | 32 |
| 2023 Compensation | 33 |
| 2024 Compensation | 41 |
| Other Compensation | 44 |
| Employment and Deferred Compensation Arrangements | 46 |
| Hedging and Pledging Policies; Stock Ownership Requirements; Clawback Policy | 46 |
| EXECUTIVE COMPENSATION TABLES | 48 |
| PAY RATIO | 56 |
| PAY VERSUS PERFORMANCE | 58 |
| OTHER IMPORTANT INFORMATION | 62 |
| Security Ownership of Management and Certain Beneficial Owners | 62 |
| Annual Meeting and Proxy Solicitation Information | 63 |
| Notice of Internet Delivery | 63 |
| Attending the Virtual Annual Meeting | 64 |
| Voting Your Shares; Required Votes | 64 |
| Proposals of Shareholders | 65 |
| OTHER MATTERS | 67 |
| ANNEX A—INFORMATION REGARDING NON-GAAP FINANCIAL MEASURES | 68 |
BROWN & BROWN, INC. |I
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.