DEF 14A 1 bro3981611-def14a.htm DEFINITIVE PROXY STATEMENT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

☑

Filed by the Registrant

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Filed by a party other than the Registrant

CHECK THE APPROPRIATE BOX:
☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under §240.14a-12

Brown & Brown, Inc.

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
☑		No fee required
☐		Fee paid previously with preliminary materials
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Table of Contents

Message From Our Chairman
of the Board and Our Lead
Independent Director

	ANOTHER GOAL ACHIEVED AND SURPASSED!

	“We exceeded $3 billion in total revenue and achieved historic double-digit organic revenue growth companywide, driven by strong organic revenue growth in all four of our operating segments.”
	*— J. Hyatt Brown, H. Palmer Proctor, Jr.*

March 23, 2022

Dear Fellow Shareholders:

On behalf of Brown & Brown, Inc.’s Board of Directors, we are pleased to invite you to attend our Annual Meeting of Shareholders on Wednesday, May 4, 2022. Again this year, due to the potential travel and community gathering impacts of the coronavirus pandemic (COVID-19), we will hold the meeting virtually via a live audio webcast. The attached Notice of Annual Meeting of Shareholders and Proxy Statement includes important information about the matters to be voted on at the meeting. The proxy materials for the Annual Meeting, which include the Proxy Statement and 2021 Annual Report, are available online to expedite receipt of proxy materials while lowering the costs and reducing the environmental impact of the meeting.

Fiscal 2021 was another milestone year for Brown & Brown, characterized by many exciting financial and operational accomplishments.

From a financial standpoint, we exceeded $3 billion in total revenue and achieved historic, double-digit organic revenue growth companywide, driven by strong organic revenue growth in all four of our operating segments. In addition, we further expanded our industry-leading operating margins, increased our net income and earnings per share and improved our cash generation. Faced with the challenges of the ongoing COVID-19 pandemic, our talented team rose to the occasion, delivering outstanding results for our customers and our shareholders. We are pleased our executive compensation programs continue to incentivize our leaders to deliver positive results aligned with our shareholders’ long-term interests.

We often say we are A Forever Company. To that end, our Board remains focused on allocating our capital to create long-term value for our shareholders. In 2021, we

completed 19 high-quality acquisitions with combined annual revenues of approximately $132 million. We also increased our dividend for the 28th consecutive year, returning approximately $107 million in dividends to our shareholders and extended the maturity date of our revolving credit facility and other term loans to enable us to continue making strategic investments that grow our team and improve our capabilities.

In furtherance of our ongoing commitment to offer our stakeholders transparency surrounding how we engage with our teammates, partners, customers, communities and the environment, we released our second annual environment, social and governance (ESG) report in 2022. While we appreciate that our journey as A Forever Company is never-ending, we are proud of our ESG accomplishments during the year and remain dedicated to making continued improvements that deliver long-term value for our shareholders.

As we celebrate our achievements during 2021, we also mourn the passing of our longtime friend and director Bradley Currey, Jr., whom we lost in January 2022 and who left an indelible mark on our Company. Distinguished by his extensive experience, proven leadership abilities and uniquely pragmatic business philosophy, Mr. Currey helped guide our Company’s strategy for more than 25 years, and we will be eternally grateful for his contributions to our success.

Whether or not you attend the virtual meeting, we encourage you to vote online, by phone or by signing and returning your proxy card promptly in the enclosed envelope to assure your shares will be represented at the meeting. If you decide to attend the virtual meeting and vote your shares electronically, you will, of course, have that opportunity.

	2021 TOTAL SHAREHOLDER RETURN 49% PROXY STATEMENT HIGHLIGHTS
	4	Proxy Summary
	7	Board and Corporate Governance Matters
	55	Executive Compensation Tables

On behalf of our Board of Directors, our leadership team and our teammates, thank you for your investment in Brown & Brown. We look forward to your participation at the Annual Meeting.

Sincerely,

H. PALMER PROCTOR, JR.
LEAD INDEPENDENT DIRECTOR

J. HYATT BROWN
CHAIRMAN OF THE BOARD

	2022 PROXY STATEMENT		1

Table of Contents

	Notice of Annual Meeting of Shareholders

The Annual Meeting of Shareholders of Brown & Brown, Inc. will be held virtually on Wednesday, May 4, 2022, at 9:00 a.m. (EDT), for the following purposes:

1	To elect twelve (12) nominees to the Company’s Board of Directors;
1	FOR each director nominee
2	To ratify the appointment of Deloitte & Touche LLP as Brown & Brown, Inc.’s independent registered public accountants for the fiscal year ending December 31, 2022;
2	FOR
3	To approve, on an advisory basis, the compensation of named executive officers; and
3	FOR
4	To transact such other business as may properly come before the meeting or any adjournment thereof.

The Board of Directors has fixed the close of business on February 28, 2022, as the record date for the determination of shareholders entitled to notice of and to vote at the meeting and any postponements or adjournments.

By Order of the Board of Directors

ROBERT W. LLOYD

CORPORATE SECRETARY

Daytona Beach, Florida

March 23, 2022

Your Vote is Important You will be able to attend the Annual Meeting online, vote your shares electronically, and submit your questions during the Annual Meeting via a live audio webcast by registering at http://www.viewproxy.com/ bbinsurance/2022/htype.asp by 11:59 p.m. (EDT) on May 1, 2022. If you hold your shares beneficially through a bank or broker, you must provide a legal proxy from your bank or broker during registration, and you will be assigned a Virtual Control Number in order to vote your shares during the Annual Meeting. If you are unable to obtain a legal proxy to vote your shares, you will still be able to attend the Annual Meeting (but will not be able to vote your shares) so long as you demonstrate proof of stock ownership. Instructions on how to connect and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at http://www.viewproxy.com/ bbinsurance/2022/htype.asp. For more information, see “Attending the Virtual Annual Meeting” below. A replay of the webcast will be available in the “Investor Relations” section of our website (www. bbinsurance.com) beginning the afternoon of May 4, 2022, and continuing for 30 days thereafter. How to Vote
	BY INTERNET Prior to the Annual Meeting, you can vote your shares online via the website on your proxy card or voting instruction form. During the Annual Meeting, you can vote your shares online at www.AALvote.com/BRO. See “Attending the Virtual Annual Meeting” for more details.
	BY TELEPHONE In the U.S. or Canada, you can vote your shares toll-free by calling 1-866-804-9616
	BY MAIL Please vote, date, sign and promptly return the enclosed proxy in the envelope provided for that purpose, whether or not you intend to be present at the meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 4, 2022 The Proxy Statement and Annual Report to Shareholders are available at: www.viewproxy.com/bbinsurance/2022

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Table of Contents

	Table of Contents

MESSAGE FROM OUR CHAIRMAN OF THE BOARD AND OUR LEAD INDEPENDENT DIRECTOR	1
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS	2
PROXY SUMMARY	4
BOARD AND CORPORATE GOVERNANCE MATTERS	7
Proposal 1—Election of 12 Directors	7
Director Nominees	8
The Board’s Role and Responsibilities	17
Board Structure and Process	20
Meetings and Attendance	22
Director Compensation	23
AUDIT MATTERS	26
Proposal 2—Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accountants	26
Report of the Audit Committee	27
INFORMATION CONCERNING INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS	28
Fees Paid to Deloitte & Touche LLP	28
Audit Committee Policy for Pre-Approval of Independent Registered Public Accountant Services	28
COMPENSATION MATTERS	29
Proposal 3—Advisory Vote to Approve Named Executive Officer Compensation	29
Compensation Committee Report	30

COMPENSATION DISCUSSION AND ANALYSIS	31
Executive Summary	31
Our Compensation Philosophy	33
Compensation Components	34
How We Set Compensation	35
2021 Compensation	36
Equity Incentive Plan Outcomes in 2021	46
2022 Compensation	47
Other Compensation	50
Employment and Deferred Compensation Arrangements	53
Hedging and Pledging Policies; Stock Ownership Requirements; Clawback Policy	54
EXECUTIVE COMPENSATION TABLES

SEC Form DEF 14A filed by Brown & Brown Inc.