BROWN & BROWN, INC.

For the period ended May 6, 2026. Filed Mar 24, 2026.

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 6, 2026 · Filed Mar 24, 2026

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

See the whole filing, with its images and exhibits

Contents

Cover page

Show cover page

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 all boxes that apply):

☒	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 6, 2026. 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 2025 Annual Report, are available online to expedite receipt of proxy materials while lowering the costs and reducing the environmental impact of the meeting. Fiscal 2025 was another successful year for Brown & Brown, marked by several key financial and operational achievements. In 2025, we grew our total revenues by approximately 23% to over $5.9 billion, increased our net cash from operating activities from approximately $1.2 billion to nearly $1.5 billion and again expanded our industry-leading operating margins. As A Forever Company, we continue to prioritize long-term shareholder value creation via our disciplined capital allocation strategy. In 2025, we completed 43 high-quality acquisitions with annual revenues of approximately $1.8 billion, the largest being our milestone acquisition of RSC Topco, Inc. (“Accession”), the holding company for Accession Risk Management Group, Inc. Our acquisition of Accession, the ninth largest privately held insurance brokerage in the United States, was the largest in Brown & Brown’s history, adding more than 5,500 talented teammates, enhancing market relationships and bringing new capabilities to serve new and existing customers. We also increased our dividend for the 32nd consecutive year, returning approximately $193 million to shareholders in 2025. Our Board of Directors remains focused on identifying and attracting high-quality directors whose skills and experience can help us achieve long-term success, while also meeting the demands of the increasingly complex global marketplace. In 2025, we were pleased to welcome Joia M. Johnson as our newest independent director. Ms. Johnson, who most recently served as Chief Administrative Officer, Chief Legal Officer, General Counsel and Corporate Secretary of Hanesbrands Inc., brings extensive leadership experience across multiple industries and has served on numerous public and private boards. 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.	2025 Total Revenues Growth +23%
Proxy Statement Highlights
1	Proxy Summary
4	Board and CorporateGovernance Matters
51	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. 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 2025, we grew our total revenues by approximately 23% to

over $5.9 billion, increased our net cash from operating

activities to nearly $1.5 billion and again expanded our

industry-leading operating margins.”

The Annual Meeting of Shareholders of Brown & Brown, Inc. will be held virtually on Wednesday, May 6, 2026, at 9:00 a.m. (EDT), for the following purposes:

1	To elect fourteen (14) 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, 2026;
		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 2, 2026, 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, 2026

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/2026 by 11:59 p.m. (EDT) on May 3, 2026. 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/2026. 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 6, 2026, 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 6, 2026 The Proxy Statement and Annual Report to Shareholders are available at: https://web.viewproxy.com/BBrown/2026.

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	20
Proposal 2: Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accountants	20
Report of the Audit Committee	21
INFORMATION CONCERNING INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS	22
Fees Paid to Deloitte & Touche LLP	22
Audit Committee Policy for Pre-Approval of Independent Registered Public Accountants Services	22
COMPENSATION MATTERS	24
Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation	24
Compensation Committee Report	25

COMPENSATION DISCUSSION AND ANALYSIS	26
Executive Summary	26
Our Compensation Philosophy	27
Compensation Components	28
How We Set Compensation	29
2025 Compensation	30
2026 Compensation	40
Other Compensation	46
Employment and Deferred Compensation Arrangements	48
Hedging and Pledging Policies; Stock Ownership Requirements; Clawback Policy	49
EXECUTIVE COMPENSATION TABLES	51
PAY RATIO	60
PAY VERSUS PERFORMANCE	62
Proposal 4: An Amendment to the Company’s 2019 Stock Incentive Plan to Increase Shares Available for Issuance and Extend the Term	66
Summary of Outstanding Awards under Our Equity Compensation Plans	67
Shareholder-Friendly Features of the 2019 SIP	67
Shares Available for Future Grant	68
Description of the 2019 SIP	69
Types of Awards Available for Grant under the 2019 SIP	69
Tax Consequences	71
Past Grants under the 2019 SIP	72

BROWN & BROWN, INC. |I

TABLE OF CONTENTS

EQUITY COMPENSATION PLAN INFORMATION	74
ADDITIONAL EQUITY COMPENSATION PLAN INFORMATION	75
OTHER IMPORTANT INFORMATION	76
Security Ownership of Management and Certain Beneficial Owners	76
Annual Meeting and Proxy Solicitation Information	77
Notice of Internet Delivery	77
Attending the Virtual Annual Meeting	78

Voting Your Shares; Required Votes	78
Proposals of Shareholders	79
OTHER MATTERS	81
ANNEX A—INFORMATION REGARDING NON-GAAP FINANCIAL MEASURES	82
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.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.