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Get filing alertsBrown & Brown shareholders approve 6.9M share addition to stock incentive plan
Filed May 7, 2026 · Period ending May 6, 2026 · ~1 min read
Key Changes
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Shareholders approved expanding the 2019 Stock Incentive Plan by 6,900,000 shares and extending its term, with 99% approval. This represents about 2% dilution relative to 339.6M total shares outstanding.
Item 5.07 verify on EDGAR → -
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Annual meeting achieved 90.27% shareholder participation, with all 14 director nominees elected. H. Palmer Proctor, Jr. received lowest support at 91%, while most directors received over 96% approval.
Item 5.07 verify on EDGAR → -
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Shareholders ratified Deloitte & Touche LLP as independent auditor for fiscal 2026 with 95% approval, a routine annual confirmation of the board's auditor selection.
Item 5.07 verify on EDGAR →
Summary
Brown & Brown held its annual shareholder meeting on May 6, 2026, where the most significant action was approval of amendments to the company's stock incentive plan. The plan expansion adds 6.9 million shares to the equity compensation pool and extends the plan's term, allowing the insurance broker to continue using stock-based awards to attract and retain employees.
With near-unanimous shareholder support (99% approval), the amendment represents modest dilution of approximately 2% relative to the current share base. The meeting was otherwise routine, with strong shareholder participation and broad support for management's proposals. All 14 directors were re-elected, the auditor was ratified, and executive compensation received approval.
The high participation rate (90% of shares represented) and overwhelming approval margins suggest shareholders are generally satisfied with the company's governance and direction. Retail investors should monitor how aggressively management uses the expanded share pool over the next year. Watch quarterly filings for stock-based compensation expense trends and dilution metrics to assess whether the additional equity grants materially impact earnings per share.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On May 6, 2026, shareholders of Brown & Brown, Inc. (the "Company") approved an amendment to the Brown & Brown, Inc. 2019 Stock Incentive Plan (the “SIP”) to increase the number of shares available for issuance under the SIP by 6,900,000 shares and extend the term of the SIP.
Shareholders voted to approve changes to the company's stock compensation plan. The amendment increases the pool of shares that can be granted to employees and directors by 6.9 million shares and extends how long the plan remains active. This expansion allows the company to continue using equity-based compensation to attract and retain talent.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Brown & Brown held its 2026 annual shareholder meeting, electing 14 directors and approving auditor, executive pay, and stock plan amendments.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
On May 6, 2026, 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 339,559,191 shares were outstanding and entitled to vote as of March 2, 2026 (the record date for the Meeting). Of this amount 306,507,079 shares, representing approximately 90.27% 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.
Brown & Brown held its annual shareholder meeting on May 6, 2026, with strong participation of 90.27% of outstanding shares represented. The meeting achieved quorum and proceeded with voting on routine corporate governance matters including director elections and compensation approvals.
Event · Item 9.01 — Financial Statements and Exhibits
Brown & Brown filed an amended and restated 2019 Stock Incentive Plan with no material business impact disclosed.
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10.1 Amended and Restated Brown & Brown, Inc. 2019 Stock Incentive Plan
The company filed an amended and restated version of its 2019 Stock Incentive Plan. The 8-K does not provide details on what changes were made to the plan, such as share reserve increases, eligibility modifications, or award term changes. Investors would need to review the full exhibit to understand the amendments.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 1, 2026 · How we verify