Executive Change · Shareholder Vote

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2025 BROWN & BROWN, INC. (Exact name of registrant as specified in its charter) Florida 001-13619 59-0864469 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number) 300 North Beach Street Daytona Beach , Florida 32114 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (386) 252-9601 N/A (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.10 Par Value BRO New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐     Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.   (c) Appointment of Principal Accounting Officer On May 7, 2025, the Board of Directors (the “Board”) of Brown & Brown, Inc. (the “Company”) appointed Paul M. Gallagher as the Company’s principal accounting officer. Mr. Gallagher serves as the Company’s Vice President, Controller and Chief Accounting Officer. Mr. Gallagher, age 55, has most recently served as the Company’s Controller, a position he has held since November 2024. Mr. Gallagher retired from Deloitte & Touche LLP in June 2023, most recently serving as Partner, Audit & Assurance Services from June 2008 until his retirement. Mr. Gallagher joined Deloitte & Touche as an Audit Professional in September 1991 and later served as a Partner, on assignment in Tokyo, Japan, from May 2002 until June 2006 and as a Partner, Mergers & Acquisitions, from June 2006 until June 2008. Mr. Gallagher holds a Bachelor of Science in Accounting from Fairleigh Dickinson University and is a Certified Public Accountant.   There is no familial relationship between Mr. Gallagher and any executive officer or director of the Company, and there are no arrangements or understandings between Mr. Gallagher and any other persons pursuant to which he was appointed. There are no transactions in which the Company was or is to be a participant and in which Mr. Gallagher had or will have a direct or indirect material interest that are required to be reported pursuant to Item 404(a) of Regulation S-K.   In connection with the foregoing, effective on May 7, 2025, R. Andrew Watts, the Company’s current principal accounting officer, no longer serves as the Company’s principal accounting officer. Mr. Watts will continue to serve as Executive Vice President, Chief Financial Officer (principal financial officer) and Treasurer of the Company.   (e)   On May 7, 2025, shareholders of 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 6,930,000 shares and extend the term of the SIP. The Compensation Committee of the Board previously approved the amendment to the SIP, subject to approval by the Company’s shareholders. A brief summary of the SIP was included as part of Proposal 4 in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 24, 2025 (the “Proxy Statement”). The summary of the SIP contained in the Proxy Statement is incorporated by reference into this Item 5.02. Such description does not purport to be complete, and 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. The related shareholder vote is described under Item 5.07, below. Item 5.07 Submission of Matters to a Vote of Security Holders. On May 7, 2025, 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 286,627,605 shares were outstanding and entitled to vote as of March 3, 2025 (the record date for the Meeting). Of this amount 264,433,229 shares, representing approximately 92.26% 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, J. Powell Brown, Lawrence L. Gellerstedt III, Theodore J. Hoepner, James S. Hunt, Toni Jennings, Paul J. Krump, Timothy R.M. Main, Bronislaw E. Masojada, Jaymin B. Patel, H. Palmer Proctor, Jr., Wendell S. Reilly, and Kathleen A. Savio 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   234,425,690   8,374,595   21,632,944 J. Powell Brown 240,496,097 2,304,188 21,632,944 Lawrence L. Gellerstedt III 240,103,110 2,697,175 21,632,944 Theodore J. Hoepner 230,235,982 12,564,303 21,632,944 James S. Hunt 237,359,275 5,441,010 21,632,944 Toni Jennings 231,907,476 10,892,809 21,632,944 Paul J. Krump 242,286,553 513,732 21,632,944 Timothy R.M. Main 237,840,927 4,959,358 21,632,944 Bronislaw E. Masojada 242,021,386 778,899 21,632,944 Jaymin B. Patel 241,419,036 1,381,249 21,632,944 H. Palmer Proctor, Jr. 207,716,342 35,083,943 21,632,944 Wendell S. Reilly 231,830,368 10,969,917 21,632,944 Kathleen A. Savio 242,538,935 261,350 21,632,944   The shareholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accountants for the fiscal year ending December 31, 2025. Of the shares voted, 254,260,316 voted in favor, 10,002,249 voted against, and 170,664 abstained.   The shareholders approved, on an advisory basis, the compensation of the Named Executive Officers. Of the shares voted, 233,430,895 voted in favor, 8,292,483 voted against, and 1,076,890 abstained. There were also 21,632,961 broker non-votes.   The shareholders approved the amendment to the SIP to increase the aggregate number of shares available for issuance under the SIP by 6,930,000 shares and extend the term of the SIP. Of the shares voted, 239,283,450 voted in favor, 3,233,888 voted against, and 292,928 abstained. There were also 21,632,963 broker non-votes.   Item 9.01. Financial Statements and Exhibits.   (d) Exhibits.   The following exhibit is filed herewith:   10.1 Amended and Restated Brown & Brown, Inc. 2019 Stock Incentive Plan   SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BROWN & BROWN, INC. (Registrant) Date: May 12, 2025 By: /s/ Anthony M. Robinson Anthony M. Robinson Secretary