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 5, 2021 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 as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. 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 .0 7 Submission of Matters to a Vote of Security Holders. On May 5, 2021, 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 283,486,455 shares were outstanding and entitled to vote as of March 1, 2021 (the record date for the Meeting).  Of this amount 259,060,765 shares, representing approximately 91% 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, Hugh M. Brown, J. Powell Brown, Lawrence L. Gellerstedt III, James C. Hays, Theodore J. Hoepner, James S. Hunt, Toni Jennings, Timothy R.M. Main, H. Palmer Proctor, Jr., Wendell S. Reilly 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 227,743,400 15,108,493 16,208,872 Hugh M. Brown 230,418,224 12,433,669 16,208,872 J. Powell Brown 241,045,163 1,806,730 16,208,872 Lawrence L. Gellerstedt III 242,129,864 722,029 16,208,872 James C. Hays 231,606,185 11,245,708 16,208,872 Theodore J. Hoepner 224,754,571 18,097,322 16,208,872 James S. Hunt 242,144,019 707,874 16,208,872 Toni Jennings 234,647,802 8,204,091 16,208,872 Timothy R.M. Main 241,584,796 1,267,097 16,208,872 H. Palmer Proctor, Jr. 225,532,131 17,319,762 16,208,872 Wendell S. Reilly 233,375,989 9,475,904 16,208,872 Chilton D. Varner 226,258,645 16,593,248 16,208,872   The shareholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accountants for the fiscal year ending December 31, 2021. Of the shares voted, 257,570,218 voted in favor, 1,402,526 voted against and 88,021 abstained. The shareholders approved, on an advisory basis, the compensation of the Named Executive Officers.  Of the shares voted, 235,032,026 voted in favor, 7,599,935 voted against and 219,924 abstained.  There were also 16,208,880 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. Date: May 6, 2021         BROWN & BROWN, INC.                   By:   /S/ Robert W. Lloyd       Robert W. Lloyd Executive Vice President, Secretary and General Counsel