Brown & Brown

Effective January 17, 2022, the Board of Directors (the “Board”) of Brown & Brown, Inc., a Florida corporation (the “Company”), increased the size of the Board from 12 directors to 13 directors and appointed Jaymin B. Patel, age 55, to serve as a director of the Company, effective immediately. Since March 2019, Mr. Patel has served as the Executive Chairman of Perennial Climate Inc., a leading platform measuring, reporting, and verifying soil-based carbon removal and climate-smart agriculture. From March 2015 to August 2018, Mr. Patel was Chief Executive Officer and director of Brightstar Corporation, a global wireless device services company backed by Softbank (during that time).

(e) Annual Cash Incentive for 2022 On February 21, 2022, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Brown & Brown, Inc. (the “Company”) adopted the annual cash incentive for 2022 for certain of the Company’s executive officers, including certain of the named executive officers, pursuant to which they are eligible to receive a cash incentive payment based on the achievement of certain performance objectives in 2022. The terms of the annual cash incentive are not contained in a formal written document.

(e) Restricted Stock Award Grants On December 16, 2021, the Compensation Committee of the Board of Directors of Brown & Brown, Inc. (the “Company”) authorized and approved grants of shares of time-based restricted stock under the 2019 Stock Incentive Plan to, among others, certain of the Company's named executive officers. These restricted shares (collectively, the “RSA Shares”) will vest in increments of 25%, 25%, and 50% on July 1, 2027, July 1, 2028, and July 1, 2029, respectively, assuming continuous employment through such vesting dates, provided that vesting will accelerate in the event of death, disability or termination (including constructive termination) without cause within 12 months following a change in control of the Company. Recipients of RSA Shares will have voting and dividend rights at the time of grant, whether or not vested, but cannot dispose of the shares.

(e) Annual Cash Incentive for 2021 On February 23, 2021, t he Compensation Committee adopted the annual cash incentive for 2021 for certain of the Company’s executive officers, including certain of the named executive officers, pursuant to which they are eligible to receive a cash incentive payment based on the achievement of certain performance objectives in 2021. The terms of the annual cash incentive are not contained in a formal written document.

(b) Effective February 8, 2021, Anthony T. Strianese, Executive Vice President and Chairman of the Wholesale Brokerage Segment of Brown & Brown, Inc. (the "Company"), has taken a temporary medical leave of absence. Other executive officers of the Company will assume his management duties during his absence and will remain in their current positions while carrying out such additional responsibilities.

On January 21, 2021, Anthony T. Strianese, formerly the President of Wholesale Brokerage Segment of Brown & Brown, Inc. (the “Company”), was appointed to the position of Chairman – Wholesale Brokerage Segment of the Company. He will continue to serve as an Executive Vice President of the Company. A copy of the press release issued by the Company announcing the appointment of Mr. Strianese to the position of Chairman – Wholesale Brokerage Segment of the Company is included as Exhibit 99.1 to this Current Report on Form 8-K. On January 22, 2021, Samuel P. Bell, III informed the Company that he will not stand for re-election at the Company's 2021 Annual Meeting of Shareholders. Mr. Bell’s decision not to stand for re-election was not as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies and procedures.

On July 6, 2020, Brown & Brown, Inc. (the "Company") announced that Anthony T. Strianese has returned from his temporary medical leave of absence and resumed his full duties as the Company’s Executive Vice President and President of the Wholesale Brokerage Segment.

Director or officer change (Item 5.02). Open the filing for details.

Director or officer change (Item 5.02). Open the filing for details.

Director or officer change (Item 5.02). Open the filing for details.

Director or officer change (Item 5.02). Open the filing for details.

On January 22, 2020, Brad Currey informed Brown & Brown, Inc. (the “Company”) that he will not stand for re-election at the Company's 2020 Annual Meeting of Shareholders. Mr. Currey’s decision not to stand for re-election was not as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies and procedures. In recognition of his long and distinguished service to the Company and to continue to benefit from his counsel following the end of his term on the Board, the Board has designated Mr. Currey as a director emeritus of the Company, effective immediately following the 2020 Annual Meeting of Shareholders. In his capacity as a director emeritus, Mr. Currey will be entitled to attend Board meetings in an advisory capacity, but will not vote on Board matters. Mr.

(e) On May 1, 2019, shareholders of Brown & Brown, Inc. (the “Company”) approved the Brown & Brown, Inc. 2019 Stock Incentive Plan (the “SIP”). 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 21, 2019 (the “Proxy Statement”). The summary of the SIP contained in the Proxy Statement is qualified in its entirety by reference to the full text of the SIP, which is filed as Exhibit 10.1 to this report and is incorporated in response to this Item by reference thereto.

(e) Annual Cash Incentive for 2019 On February 25, 2019 the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Brown & Brown, Inc. (the “Company”) adopted the annual cash incentive for 2019 for the Company’s executive officers, including the named executive officers, pursuant to which they are eligible to receive a cash incentive payment based on the achievement of certain performance objectives in 2019. The terms of the annual cash incentive are not contained in a formal written document.

Effective December 18, 2018, the Board of Directors of the Company (the “ Board ”) increased the size of the Board from thirteen directors to fourteen directors and appointed Lawrence L. Gellerstedt III, age 62, to serve as a director of the Company, effective immediately. Mr. Gellerstedt has served as Chairman of the Board and Chief Executive Officer of Cousins Properties Incorporated since July 2017; he previously served Cousins Properties Incorporated from July 2009 to July 2017 as President and Chief Executive Officer, from February 2009 to July 2009 as President and Chief Operating Officer, from May 2008 to February 2009 as Executive Vice President and Chief Development Officer, and from July 2005 to May 2008 as Senior Vice President and President of the Office/Multi-Family Division. Mr.

Effective November 15, 2018, pursuant to the Asset Purchase Agreement, the Board of Directors of the Company (the “ Board ”) increased the size of the Board from twelve directors to thirteen directors and appointed Mr. James C. Hays to serve as a director of the Company, effective immediately. Mr. Hays is not expected to join any Board committees at this time. In connection with the Acquisition, Mr. Hays received cash consideration in the amount of approximately $247 million and 337,610 shares of common stock, par value $0.10, of the Company. In addition, Mr. Hays directed the Company to issue an additional 1,668,049 shares of common stock, par value $0.10, of the Company that Mr. Hays would have otherwise received in connection with the Acquisition to an irrevocable trust of which Mr. Hays’ children and grandchildren are beneficiaries.

(e) Annual Cash Incentive for 2018 On February 26, 2018 the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Brown & Brown, Inc. (the “Company”) adopted the annual cash incentive for 2018 for the Company’s executive officers, including the named executive officers, pursuant to which they are eligible to receive a cash incentive payment based on the achievement of certain performance objectives in 2018. The terms of the annual cash incentive are not contained in a formal written document.

(e) On May 3, 2017, shareholders of Brown & Brown, Inc. (the “Company”) approved an amendment to the Brown & Brown, Inc. 2010 Stock Incentive Plan (the “SIP”) to increase the aggregate number of shares available for issuance under the SIP by 1,300,000 shares (the shareholder vote is addressed under

Document 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): February 24, 2017 Brown & Brown, Inc. (Exact Name of Registrant Specified in Charter) Florida (State or other jurisdiction of incorporation) 001-13619 (Commission File Number) 59-0864469 (I.R.S.

On July 1, 2016, Brown & Brown, Inc. (the “Company”) and Charles H. Lydecker, a Regional President of the Company’s Retail Division and a named executive officer in the Company’s most recent proxy statement filed on March 24, 2016, entered into a Transition Agreement (the “Transition Agreement”) in connection with his resignation from the Company effective on July 1, 2016. Pursuant to the Transition Agreement, Mr. Lydecker agreed to a one-year covenant not to compete with the Company and a two-year covenant not to solicit customers and employees of the Company. With respect to unvested equity grants made to Mr. Lydecker, all rights with respect to all such grants were forfeited upon Mr. Lydecker’s departure, except for the portions of seven grants made to Mr.

(e) On May 4, 2016, shareholders of Brown & Brown, Inc. (the “Company”) approved an amendment to the Brown & Brown, Inc. 2010 Stock Incentive Plan (the “SIP”) to increase the aggregate number of shares available for issuance under the SIP by 1,200,000 shares (the shareholder vote is addressed under

(e) Performance Stock Award Grants On March 23, 2016, the Compensation Committee authorized and approved grants of shares of performance-based restricted stock under the 2010 Stock Incentive Plan to, among others, certain of the Company's named executive officers. Certain of these restricted shares (collectively, the “PSA Shares”) are subject to certain performance, employment, change of control, and death and disability conditions, and will vest on March 23, 2021. The amounts of PSA Shares granted to the Company's named executive officers are as follows: J. Powell Brown - 26,430; R. Andrew Watts - 10,572; Charles H. Lydecker - 6,766; J. Scott Penny - 6,766; and Anthony T. Strianese - 10,572. A copy of a form of the Performance Stock Award Agreement pursuant to which these grants were made is attached as Exhibit 10.1 to this Current Report on Form 8-K.

(e) 2010 Stock Incentive Plan Amendment On February 19, 2016, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Brown & Brown, Inc. (the “Company”) approved amendments to the Company's 2010 Stock Incentive Plan (“SIP”) to (i) require a minimum vesting period of at least one year from the date of grant for Options and Stock Appreciation Rights, (ii) modify the provision for adjustment of performance targets and the related level of achievement under certain Stock Grants, and (iii) memorialize the SIP amendment history, including a prior amendment authorizing the grant of restricted stock units. The foregoing summary of the amended SIP does not purport to be complete and is qualified in its entirety by reference to the full text of the SIP, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K.