Shareholder Vote

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   FORM 8-K   CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 08, 2024     BROWN & BROWN, INC. (Exact name of registrant as specified in its charter)     Florida 001-13619 59-0864469 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)           300 North Beach Street   Daytona Beach , Florida   32114 (Address of principal executive offices)   (Zip Code)   Registrant’s telephone number, including area code: (386) 252-9601   N/A (Former name or former address, if changed since last report.)   Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class   Trading Symbol(s)   Name of each exchange on which registered Common Stock, $0.10 Par Value   BRO   New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐   Item 5.07 Submission of Matters to a Vote of Security Holders. On May 8, 2024, the Company held its Annual Meeting of Shareholders (the “Meeting”). Proxies for the Meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Company’s solicitation. A total of 285,340,698 shares were outstanding and entitled to vote as of March 4, 2024 (the record date for the Meeting). Of this amount 262,993,963 shares, representing approximately 92% of the total number of shares outstanding, were represented in person or by proxy, constituting a quorum for the transaction of business, and were voted at the Meeting. At the Meeting, shareholders elected J. Hyatt Brown, J. Powell Brown, Lawrence L. Gellerstedt III, Theodore J. Hoepner, James S. Hunt, Toni Jennings, Paul J. Krump, Timothy R.M. Main, Bronislaw E. Masojada, Jaymin B. Patel, H. Palmer Proctor, Jr., Wendell S. Reilly, Kathleen A. Savio and Chilton D. Varner to serve as directors until the next annual meeting of shareholders and until their respective successors are elected and qualified. The table below sets out the number of votes cast for, and votes withheld from, each director:   Directors   Votes For   Votes Withheld   Broker Non-Votes               J. Hyatt Brown   231,735,835   10,846,750   20,411,378 J. Powell Brown   239,770,552   2,812,033   20,411,378 Lawrence L. Gellerstedt III   233,176,731   9,405,854   20,411,378 Theodore J. Hoepner   229,763,838   12,818,747   20,411,378 James S. Hunt   238,004,150   4,578,435   20,411,378 Toni Jennings   231,871,526   10,711,059   20,411,378 Paul J. Krump   242,182,336   400,249   20,411,378 Timothy R.M. Main   239,014,714   3,567,871   20,411,378 Bronislaw E. Masojada   241,404,409   1,178,176   20,411,238 Jaymin B. Patel   241,565,285   1,017,300   20,411,378 H. Palmer Proctor, Jr.   210,051,188   32,531,397   20,411,378 Wendell S. Reilly   230,448,070   12,134,515   20,411,378 Kathleen A. Savio   242,187,066   395,519   20,411,378 Chilton D. Varner   230,543,636   12,038,949   20,411,378   The shareholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accountants for the fiscal year ending December 31, 2024. Of the shares voted, 252,495,249 voted in favor, 10,266,642 voted against and 232,072 abstained. The shareholders approved, on an advisory basis, the compensation of the Named Executive Officers. Of the shares voted, 228,748,624 voted in favor, 10,177,711 voted against and 3,656,232 abstained. There were also 20,411,396 broker non-votes. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.       BROWN & BROWN, INC.       (Registrant) Date: May 9, 2024 By: /s/ Anthony M. Robinson       Anthony M. Robinson Secretary