BROWN & BROWN, INC.
For the period ended May 7, 2025. Filed Mar 24, 2025.
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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 7, 2025 · Filed Mar 24, 2025
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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 7, 2025. We will once again 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 2024 Annual Report, are available online to expedite receipt of proxy materials while lowering the costs and reducing the environmental impact of the meeting. Fiscal 2024 was another year of attaining milestone financial performance for Brown & Brown. In 2024, we grew our total revenues to over $4.8 billion, driven by strong organic revenue growth companywide across all three operating segments. Our net cash from operating activities increased again to nearly $1.2 billion, and we further expanded our industry-leading operating margins. Our unique focus and internal ownership drive our forever strategy to deploy capital that creates long-term shareholder value. In 2024, we acquired 32 high-quality businesses with annual revenues of approximately $174 million, including the insurance operations of Quintes Holding B.V., one of the largest independent insurance brokers in the Netherlands, with approximately 700 insurance professionals operating across 18 locations. During the year, we issued new public bonds to repay our inaugural public debt that was due later in 2024, as well as to repay an outstanding term loan balance. In addition, we continued to pay down our debt to maintain a strong capital position. We also increased our dividend for the 31st consecutive year, returning approximately $154 million to shareholders in 2024. In August 2024, we welcomed insurance industry veteran Stephen P. Hearn to our Board. He served until he was appointed our Executive Vice President and Chief Operating Officer in February 2025. We feel fortunate to have benefited from Steve’s short time on the Board and look forward to leveraging his deep international industry experience on our journey toward our next intermediate goal of “Straight to Eight” (billion). Finally, we want to extend our deepest appreciation to Hugh M. Brown and Chilton D. Varner for their numerous contributions to Brown & Brown over the years. Hugh, who founded BAMSI, Inc., a full-service engineering and technical services company, served as a director until 2023 and thereafter as a director emeritus until 2025. Chilton, an accomplished trial attorney with the law firm of King & Spalding, is expected to conclude her term as a director in May 2025. Hugh and Chilton joined our Board in 2004, influencing our strategy and enabling our success for more than two decades. We are tremendously grateful to them for lending us their time and talent toward the betterment of our Company. 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 ensure 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. | 2024 Total Shareholder Return +44% |
|---|---|
| Proxy Statement Highlights | |
| 1 | Proxy Summary |
| 4 | Board and CorporateGovernance Matters |
| 45 | 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 | |
“In 2024 we grew our total revenues to over $4.8 billion, driven
by strong organic revenue growth companywide across all
three of our operating segments. Our net cash provided by
operating activities increased again to nearly $1.2 billion, and
we further expanded our industry-leading operating margins.”
The Annual Meeting of Shareholders of Brown & Brown, Inc. will be held virtually on Wednesday, May 7, 2025, at 9:00 a.m. (EDT), for the following purposes:
| 1 | To elect thirteen (13) 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, 2025; | |
| FOR | ||
| 3 | To approve, on an advisory basis, the compensation of named executive officers; | |
| FOR | ||
| 4 | To approve an amendment to the Company’s 2019 Stock Incentive Plan to increase the number of shares available for issuance under the plan and extend the term; and | |
| FOR | ||
| 5 | 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 3, 2025, 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 24, 2025
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 https://web.viewproxy.com/BBrown/2025 by 11:59 p.m. (EDT) on May 4, 2025. 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 https://web.viewproxy.com/BBrown/2025. 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.bbrown.com) beginning the afternoon of May 7, 2025, 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 7, 2025 The Proxy Statement and Annual Report to Shareholders are available at: https://web.viewproxy.com/BBrown/2025.
| 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 | 13 |
| Board Structure and Process | 15 |
| Meetings and Attendance | 17 |
| Director Compensation | 17 |
| AUDIT MATTERS | 19 |
| Proposal 2: Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accountants | 19 |
| Report of the Audit Committee | 20 |
| INFORMATION CONCERNING INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS | 21 |
| Fees Paid to Deloitte & Touche LLP | 21 |
| Audit Committee Policy for Pre-Approval of Independent Registered Public Accountants Services | 21 |
| COMPENSATION MATTERS | 23 |
| Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation | 23 |
| Compensation Committee Report | 24 |
| COMPENSATION DISCUSSION AND ANALYSIS | 25 |
|---|---|
| Executive Summary | 25 |
| Our Compensation Philosophy | 27 |
| Compensation Components | 27 |
| How We Set Compensation | 28 |
| 2024 Compensation | 29 |
| 2025 Compensation | 39 |
| Other Compensation | 40 |
| Employment and Deferred Compensation Arrangements | 43 |
| Hedging and Pledging Policies; Stock Ownership Requirements; Clawback Policy | 43 |
| EXECUTIVE COMPENSATION TABLES | 45 |
| PAY RATIO | 54 |
| PAY VERSUS PERFORMANCE | 56 |
| Proposal 4: An Amendment to the Company’s 2019 Stock Incentive Plan to Increase Shares Available for Issuance and Extend the Term | 60 |
| Summary of Outstanding Awards under Our Equity Compensation Plans | 61 |
| Shareholder-Friendly Features of the 2019 SIP | 61 |
| Shares Available for Future Grant | 62 |
| Description of the 2019 SIP | 63 |
| Types of Awards Available for Grant under the 2019 SIP | 63 |
| Tax Consequences | 65 |
| Past Grants under the 2019 SIP | 66 |
BROWN & BROWN, INC. |I
TABLE OF CONTENTS
| EQUITY COMPENSATION PLAN INFORMATION | 68 |
|---|---|
| ADDITIONAL EQUITY COMPENSATION PLAN INFORMATION | 69 |
| OTHER IMPORTANT INFORMATION | 70 |
| Security Ownership of Management and Certain Beneficial Owners | 70 |
| Annual Meeting and Proxy Solicitation Information | 71 |
| Delinquent Section 16(a) Reports | 71 |
| Notice of Internet Delivery | 71 |
| Attending the Virtual Annual Meeting | 72 |
|---|---|
| Voting Your Shares; Required Votes | 72 |
| Proposals of Shareholders | 73 |
| OTHER MATTERS | 75 |
| ANNEX A—INFORMATION REGARDING NON-GAAP FINANCIAL MEASURES | 76 |
| APPENDIX A—BROWN & BROWN, INC. 2019 STOCK INCENTIVE PLAN | A-1 |
| APPENDIX B—AMENDMENT TO BROWN & BROWN, INC. 2019 STOCK INCENTIVE PLAN | B-1 |
II | BROWN & BROWN, INC.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.