Brown Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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8 years ago

Brown Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

(e)

On May 3, 2017, shareholders of Brown Brown, Inc. (the Company)
approved an amendment to the Brown Brown, Inc. 2010 Stock
Incentive Plan (the SIP) to increase the aggregate number of
shares available for issuance under the SIP by 1,300,000 shares
(the shareholder vote is addressed under Item 5.07 below). The
Board previously approved the amendment to the SIP, subject to
approval by the Companys shareholders. A brief summary of the SIP
was included as part of Proposal 5 in the Companys definitive
proxy statement filed with the Securities and Exchange Commission
on March 22, 2017 (the Proxy Statement). The summary of the SIP
contained in the Proxy Statement is qualified in its entirety by
reference to the full text of the SIP, as amended, which is filed
as Exhibit 10.1 to this report and is incorporated in response to
this Item by reference thereto.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 3, 2017, the Company held its Annual Meeting of Shareholders
(the Meeting).>>Proxies for the Meeting were solicited to
Regulation 14A under the Securities Exchange Act of 1934, as
amended, and there was no solicitation in opposition to the
Companys solicitation.

A total of 140,269,009 shares were outstanding and entitled to vote
as of February 27, 2017 (the record date for the Meeting). Of this
amount 132,029,067 shares, representing approximately 94.13% 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, Samuel P.
Bell, III, Hugh M. Brown, J. Powell Brown, Bradley Currey, Jr.,
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	112,150,092		9,205,860		10,673,115
Samuel P. Bell II	112,725,522		8,630,430		10,673,115
Hugh M. Brown	118,938,012		2,417,940		10,673,115
J. Powell Brown	120,803,578		552,374		10,673,115
Bradley Currey, Jr.	111,232,065		10,123,887		10,673,115
Theodore J. Hoepner	112,559,055		8,796,897		10,673,115
James S. Hunt	121,124,249		231,703		10,673,115
Toni Jennings	121,005,513		350,439		10,673,115
Timothy R.M. Main	115,783,505		5,572,447		10,673,115
H. Palmer Proctor, Jr.	121,122,945		233,007		10,673,115
Wendell S. Reilly	112,692,589		8,663,363		10,673,115
Chilton D. Varner	118,933,232		2,422,720		10,673,115

The shareholders ratified the appointment of Deloitte Touche LLP
as the Company’s independent registered public accountants for
the fiscal year ending December 31, 2017. Of the shares voted,
129,329,247 voted in favor, 2,632,007 voted against and 67,813
abstained.

The shareholders approved, on an advisory basis, the compensation
of the Named Executive Officers. Of the shares voted, 120,275,923
voted in favor, 1,008,733 voted against and 71,294 abstained.
There were also 10,673,117 broker non-votes.

The shareholders approved, on an advisory basis, one year as the
interval at which an advisory vote on the compensation of the
Named Executive Officers will be conducted. Of the shares voted,
107,364,625 voted in favor of a one year interval, 599,370 voted
in favor of a two year interval, 12,987,015 voted in favor of a
three year interval, and 404,938 abstained. There were also
10,673,119 broker non-votes. In light of these results, the
Company expects to publicly disclose within 150 days of the
Meeting, by an amendment to this Current Report on Form 8-K, its
determination as to the frequency with which future advisory
votes on compensation of the Named Executive Officers will be
conducted.

The shareholders also approved the amendment of the SIP to
increase the aggregate number of shares available for issuance
under the SIP by 1,300,000 shares. Of the shares voted,
115,631,750 voted in favor, 5,601,117 voted against and 123,083
abstained. There were also 10,673,117 broker non-votes.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is filed herewith:

10.1 Brown Brown, Inc. 2010 Stock Incentive Plan, as amended

About Brown & Brown, Inc. (NYSE:BRO)
Brown & Brown, Inc. is a diversified insurance agency, wholesale brokerage, insurance programs and service company. The Company markets and sells insurance products and services in the property, casualty and employee benefits areas. It provides customers with non-investment insurance contracts, as well as other targeted, customized risk management products and services. It operates through four segments: the Retail segment; the National Programs segment; the Wholesale Brokerage segment, and the Services segment. The Retail Segment provides a range of insurance products and services to commercial, public and quasi-public entities, and to professional and individual customers. Its National Programs Segment works with over 40 carrier partners, offering approximately 50 programs. Its Wholesale Brokerage segment markets and sells excess and surplus commercial insurance products and services to retail insurance agencies. Services Segment provides a range of insurance-related services. Brown & Brown, Inc. (NYSE:BRO) Recent Trading Information
Brown & Brown, Inc. (NYSE:BRO) closed its last trading session up +0.07 at 43.08 with 436,984 shares trading hands.