BROWN & BROWN INC

For the period ended May 8, 2024. Filed Mar 25, 2024.

About this filing

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

BRO$72.12-3.0%Stored close · as of Nov 6, 2026

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Contents

PROXY SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider. You should read the entire Proxy Statement carefully before voting.

Meeting Agenda			Meeting Information TIME AND DATE 9:00 a.m. (EDT) on Wednesday, May 8, 2024 LOCATION The Annual Meeting will be held virtually. Please register at http://www.viewproxy.com/bbinsurance/2024/htype.asp RECORD DATE Monday, March 4, 2024
PROPOSAL	BoardRecommendation	For MoreInformation
1	Election of Directors	FOReach nominee	page 4
2	Ratification of the Appointment of Deloitte & Touche LLP	FOR	page 23
3	Advisory Vote to Approve Executive Compensation	FOR	page 27

Director Nominees

					Committee Chair Audit Committee Compensation Committee Acquisition Committee Nominating/Corporate Governance Committee 1 Ms. Jennings previously served on our Board of Directors from 1999 until April 2003. 2 Lead Independent Director
J. HYATT BROWN, 86 Director since: 1993	J. POWELL BROWN, 56 Director since: 2007	LAWRENCE L. GELLERSTEDT III, 67 Director since: 2018	JAMES C. HAYS, 66 Director since: 2018	THEODORE J. HOEPNER, 82 Director since: 1994
JAMES S. HUNT, 68 Director since: 2013	TONI JENNINGS,1 74 Director since: 2007	PAUL J. KRUMP, 64 Director since: 2023	TIMOTHY R.M. MAIN, 58 Director since: 2010	BRONISLAW E. MASOJADA, 62 Director since: 2023
JAYMIN B. PATEL, 56 Director since: 2023	H. PALMER PROCTOR, JR.,2 55 Director since: 2012	WENDELL S. REILLY, 66 Director since: 2007	KATHLEEN A. SAVIO, 58 Director since: 2024	CHILTON D. VARNER, 81 Director since: 2004

PROXY SUMMARY

Director Skills and Diversity Highlights
	NAME		GENDER		RACE/ ETHNICITY
Male		Female		White		Asian
	J. Hyatt Brown		●				●		●	●	●				●	●		●						●
	J. Powell Brown		●				●		●	●	●				●						●			●
	Lawrence L. Gellerstedt III		●				●		●		●			●	●							●		●
	James C. Hays		●				●			●					●						●
	Theodore J. Hoepner		●				●				●		●	●	●	●					●		●
	James S. Hunt		●				●		●	●	●	●			●	●					●	●		●
	Toni Jennings				●		●		●		●			●				●				●
	Timothy R.M. Main		●				●		●		●	●	●		●	●				●	●			●
	Paul J. Krump		●				●			●	●	●									●
	Bronislaw E. Masojada		●				●		●	●	●	●	●	●	●						●	●	●
	Jaymin B. Patel		●					●	●	●	●	●	●	●	●	●		●	●		●	●	●	●
	H. Palmer Proctor, Jr.		●				●		●		●		●	●	●	●					●	●		●
	Wendell S. Reilly		●				●		●					●	●						●	●		●
	Kathleen A. Savio				●		●		●	●	●	●	●	●
	Chilton D. Varner				●		●		●								●			●		●

Independent

Corporate Governance Highlights		Director Nominees
SHAREHOLDER RIGHTS • Annual election of directors • Majority voting for directors, with director resignation policy BOARD INDEPENDENCE • Strong role for Lead Independent Director • Periodic rotation of committee members, committee chairs and Lead Independent Director • Executive sessions at every in-person Board meeting and virtually, when necessary		GOOD GOVERNANCE • Strong anti-hedging and anti-pledging provisions • Annual Board and committee self-evaluations • Strong executive and director stock ownership guidelines • Robust clawback policy • Committee meetings generally open to, and attended by, all directors		80% of Our Directors Are Independent	12 Average Tenure of Our Directors in Years
	7% of Our Directors Are Ethnically/ Racially Diverse		20% of Our Directors Are Female

2 | BROWN & BROWN, INC.

PROXY SUMMARY

Our Strategy and Performance

The Company’s strategy is focused on growing our total and organic revenues while delivering strong, industry-leading operating margins and cash conversion. As part of our goal to manage capital in the long-term interests of our shareholders, we generally invest our earnings in the following ways: (1) internally by hiring new teammates and investing in innovation, thereby expanding our capabilities, (2) making high-quality acquisitions and (3) returns to shareholders through the payment of dividends and periodic share repurchases. As part of our overall capital allocation strategy, we remain focused on preserving a level of flexibility and a conservative leverage profile, which enables us to deploy our capital in ways we believe will optimize long-term shareholder value.

HOW WE INVEST OUR EARNINGS

Hiring new teammates and expanding our capabilities

Making high-quality acquisitions

Returns to shareholders through the payment of dividends and periodic share repurchases

Performance Highlights

In fiscal 2023, we delivered strong results, as reflected in the following financial and operational highlights:

2023 PERFORMANCE · 2022 PERFORMANCE · Strong total and ORGANIC REVENUE GROWTH companywide INCREASED our industry-leading operating margins 30TH consecutive annual dividend increase, returning approximately $135 MILLION to shareholders in 2023 ROBUST GROWTH in net cash provided by operating activities 33 STRATEGIC ACQUISITIONS with aggregate annual revenues of approximately $162 MILLION
Total revenue	$4.257 billion	$3.573 billion
Net Income	$871 million1	$672 million
Diluted earnings per share	$3.051	$2.37
Company total commissions and fees growth	17.9%	16.9%
Retail segment2 total commissions and fees growth	16.9%	17.9%
National Programs segment total commissions and fees growth	24.0%	22.4%
Wholesale Brokerage segment total commissions and fees growth	19.0%	12.5%
Services segment total commissions and fees growth	(5.1)%	(3.9)%
Company Organic Revenue3 growth	10.2%	8.1%
Retail segment Organic Revenue3 growth	7.9%	6.5%
National Programs segment Organic Revenue3 growth	17.2%	15.7%
Wholesale Brokerage segment Organic Revenue3 growth	12.2%	7.6%
Services segment Organic Revenue3 growth	(0.6)%	(2.9)%
Income before income taxes margin4	26.9%	24.5%
Adjusted EBITDAC Margin3	34.2%	32.9%
Net cash provided by operating activities	$1,010 million	$881 million
(1) Amount includes a pre-tax gain on disposal of $134.6 million associated with the sale of certain third-party claims administration and adjusting services businesses in the fourth quarter of 2023. (2) The Retail segment includes commissions and fees reported in the “Other” column of the Segment Information table in Note 16 to our audited consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which includes corporate and consolidation items. (3) See Annex A for additional information regarding Organic Revenue, Organic Revenue growth and Adjusted EBITDAC Margin, which are non-GAAP financial measures, including a reconciliation to the most closely comparable GAAP financial measure. (4) Income before income taxes margin is calculated as the Company’s income before income taxes, as reported, divided by total revenues, as reported.

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