Baldwin Insurance Group Inc

1. 1

   Election of four Class I Directors

   ManagementBoard: FOR

   Elect Lowry Baldwin, Sathish Muthukrishnan, Sunita Parasuraman and Ellyn Shook as Class I directors to serve until the 2029 annual meeting.

2. 2

   Approval, on an Advisory Basis, of Named Executive Officer Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   This is a non-binding advisory 'say-on-pay' proposal asking shareholders to approve the compensation disclosed for the named executive officers. Management seeks approval to validate a compensation program that emphasizes pay-for-performance through a mix of below-market base salaries, an annual incentive plan tied to organic revenue growth and adjusted EBITDA, and a 100% performance-based long-term incentive plan (PSUs) tied to relative TSR and three-year adjusted diluted EPS CAGR. The Compensation Committee, supported by an independent consultant, set challenging threshold, target and superior levels with payout ranges from 50% to 300% (annual) and 0%–350% (PSUs) to align executive pay with sustained shareholder value creation. The Board frames these arrangements as promoting long-term alignment by settling a significant portion of incentives in shares and using multi-year cliff-vesting performance awards, along with stock ownership guidelines and a clawback policy to mitigate excessive risk-taking. Management will treat the vote as advisory but intends to consider the results and adjust program design as appropriate; the proposal is therefore both a governance signal and a feedback mechanism. Company-specific context includes strong historical organic growth, margin expansion initiatives, recent acquisitions/partnerships (e.g., CAC Group) that affect pay outcomes, and a Compensation Committee focus on retention and long-term value, as reflected in the 2026 program changes (base salary increases and adjustments to target incentive mixes). The structural features (independent committee oversight, independent consultant, and annual advisory votes) and recent prior shareholder support (approximately 97% in 2025) explain the Board’s recommendation; potential investor concerns center on the magnitude and structure of equity awards and whether pay outcomes adequately reflect realized shareholder returns.

3. 3

   Ratification of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for Fiscal Year 2026

   ManagementBoard: FOR

   Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2026.

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When is the Baldwin Insurance Group Inc 2026 annual meeting?

Baldwin Insurance Group Inc (BWIN) holds its 2026 annual shareholder meeting on Thursday, June 4, 2026.

What is the record date for the Baldwin Insurance Group Inc 2026 meeting?

The record date for the Baldwin Insurance Group Inc 2026 meeting is Monday, April 6, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Baldwin Insurance Group Inc's 2026 meeting?

The board is presenting 4 director nominees at the Baldwin Insurance Group Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Baldwin Insurance Group Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Baldwin Insurance Group Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.