BRO · Brown & Brown, Inc.

This 8-K reports routine but material corporate governance and equity program actions following Brown & Brown’s 2026 Annual Meeting. The approval of the Second Amendment to the 2019 Stock Incentive Plan is operationally significant: it increases the share reserve by 6.9 million shares and extends the plan’s expiration to May 6, 2036, ensuring continued flexibility to grant equity awards to employees and directors through the next decade. Given the plan’s role in retention and performance alignment — explicitly cited in Exhibit 10.1 as supporting 'continued success and growth' — this amendment supports long-term human capital strategy without immediate dilution impact, as no new grants are disclosed. Director elections reflect strong continuity, with all 14 nominees elected and no contested slates; the lowest 'Votes For' percentage among nominees (J. Hyatt Brown at 89.7% of votes cast) remains well above typical thresholds for concern. Auditor ratification and advisory say-on-pay both passed with robust majorities, signaling sustained confidence in financial oversight and executive compensation design. While none of these items constitute a strategic inflection point, collectively they reinforce governance stability and forward-looking incentive infrastructure — key inputs for investors assessing management quality and long-term alignment with shareholders.