Brown & Brown shareholders elect 12 directors, ratify auditors, approve say-on-pay

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 shared voted, 237,287,440 voted in favor of a one-year interval, 525,147 voted in favor of a two-year interval, 2,763,741 voted in favor of a three-year interval, and 457,050 abstained. There were also 18,996,733 broker non-votes.

The shareholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accountants for the fiscal year ending December 31, 2023. Of the shares voted, 250,157,671 voted in favor, 9,641,491 voted against and 230,949 abstained.

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 221,938,176 19,095,209 18,996,726 J. Powell Brown 237,889,979 3,143,406 18,996,726 Lawrence L. Gellerstedt III 239,861,011 1,172,374 18,996,726 James C. Hays 227,750,678 13,282,707 18,996,726 Theodore J. Hoepner 217,114,105 23,919,280 18,996,726 James S. Hunt 238,333,700 2,699,685 18,996,726 Toni Jennings 225,834,526 15,198,859 18,996,726 Timothy R.M. Main 236,482,882 4,550,503 18,996,726 Jaymin B. Patel 240,430,889 602,496 18,996,726 H. Palmer Proctor, Jr. 204,181,080 36,852,305 18,996,726 Wendell S. Reilly 215,365,807 25,667,578 18,996,726 Chilton D. Varner 218,143,156 22,890,229 18,996,726

The shareholders approved, on an advisory basis, the compensation of the Named Executive Officers. Of the shares voted, 227,373,190 voted in favor, 9,955,864 voted against and 3,704,327 abstained. There were also 18,996,730 broker non-votes.