Not independent
Tenure on this board
32.4 yrs
14 nominees · 4 ballot items.
Elect 14 directors; ratify Deloitte & Touche LLP as independent auditors; approve, on an advisory basis, named executive officer compensation; and approve an amendment to the 2019 Stock Incentive Plan to increase available shares by 6.9 million and extend the plan term.
To elect fourteen (14) nominees to the Company’s Board of Directors to serve until the 2027 Annual Meeting.
To ratify the Audit Committee’s selection of Deloitte & Touche LLP as Brown & Brown’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding advisory (“say-on-pay”) vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This non-binding advisory proposal asks shareholders to approve the compensation disclosed for the Company’s Named Executive Officers (the annual “say-on-pay” vote). Management frames the program as pay-for-performance with significant portions of compensation tied to both short- and long-term corporate financial metrics (e.g., Organic Revenue growth, Adjusted EBITDAC Margin, adjusted EPS and multi-year performance stock awards), and emphasizes retention and alignment with shareholder interests through long vesting periods and performance conditions. The Compensation Committee uses peer benchmarking (via FW Cook) and a mix of cash, annual incentives and multi-year performance and restricted awards to balance retention and performance incentives; the committee also applied discretion in calculating certain 2025 adjustments tied to acquisitions and integration costs. The Board presents the advisory vote as an important shareholder feedback mechanism — while the vote is nonbinding, management says it will consider significant negative outcomes when reviewing compensation policies. In recommending a “FOR” vote, the Board highlights robust historical shareholder support (96% approval in 2025) and argues the program has successfully incentivized results aligned with long-term shareholder value creation. Key governance context includes clawback provisions, stock ownership guidelines, prohibitions on hedging and pledging, and a majority-vote director election policy, which management cites to reinforce alignment. Risks to shareholders include the potential dilution from equity grants and the discretionary adjustments the committee can make to performance outcomes; however, the company emphasizes shareholder-friendly plan features such as multi-year performance metrics, double-trigger change-in-control vesting, and minimum vesting periods. For an analyst evaluating the proposal, material considerations include the recently completed large acquisition (Accession) and the special equity awards and integration costs tied to that transaction, which affect both realized pay and future incentive design. Given the Board’s unanimous recommendation and strong prior shareholder support, the proposal represents a routine endorsement of the company’s existing executive pay framework rather than a demand for a material change in compensation philosophy.
Approve an amendment to the 2019 Stock Incentive Plan to increase the aggregate share reserve by 6,900,000 shares and extend the plan term (to May 6, 2036).
This management proposal requests shareholder approval to amend the 2019 Stock Incentive Plan by adding 6.9 million shares to the plan reserve and extending the plan term (to May 6, 2036). Management argues the increase is necessary to continue granting equity awards that attract, retain and align employees and directors with long-term shareholder returns, particularly in the context of recent growth and the company’s milestone acquisition of Accession, which required special long-term grants and integration-related incentives. The Board emphasizes that equity grants under the plan are performance- and time-based, include shareholder-friendly features (double-trigger change-in-control vesting, cliffs and minimum vesting periods, no option repricing, limits on liberal share recycling), and that the Compensation Committee considers share usage and overhang when designing awards. From a governance perspective, approving the increase will raise the company’s potential dilution — the filing discloses fully diluted overhang and a three-year burn-rate (0.45% average) and notes that the proposed total (outstanding plus available) would represent about 6.22% of fully diluted shares based on year-end 2025 shares outstanding. The Proxy also describes that ISS-style metrics and projected shareholder value transfer were considered in setting the requested size, and that long vesting service conditions contribute to higher measured overhang. Analysts should weigh the benefits of deeper incentive capacity to retain key post-acquisition talent against dilution risk and the potential for larger future equity-based compensation expense; the transaction-specific special long-term awards and acquisition integration costs in 2025 are relevant context for evaluating near-term equity needs. The Board’s unanimous recommendation and the company’s disclosure of plan features and historical grant practices suggest management is attempting to balance retention incentives with shareholder protections, but the proposal will be material to shareholders primarily because it increases the available share pool and thereby the company’s flexibility to issue future long-term performance awards.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 5.58% | 18,921,240 | $1.2B |
| 2 | Capital World Investors | 4.87% | 16,493,922 | $1.1B |
| 3 | PRINCIPAL FINANCIAL GROUP INC | 4.38% | 14,848,252 | $968M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.30% | 14,586,476 | $951M |
| 5 | STATE STREET CORP | 4.06% | 13,776,462 | $898M |
| 6 | BlackRock, Inc. | 2.65% | 8,980,832 | $586M |
| 7 | First Eagle Investment Management, LLC | 2.56% | 8,689,503 | $567M |
| 8 | FMR LLC | 2.38% | 8,080,086 | $527M |
| 9 | Select Equity Group, L.P. | 2.37% | 8,022,123 | $523M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.12% | 7,186,804 | $467M |
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