Brown & Brown, Inc. (BRO)
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AGM 2020

May 6, 2020

Speaker 1

Meeting of shareholders for Brown and Brown Inc. Before we get started, I'd like to go over a few items so you know how to participate in today's meeting. You have joined the annual meeting using your computer's keypad system by default. If you prefer to join over the telephone, just select telephone in the audio pane and the dial in information will be displayed. At the end of today's meeting, you will have the opportunity to submit questions to today's presenter by typing your questions into the questions pane of the control panel.

You may also send in your questions at any time during the meeting. We will collect these and address them during the Q and A session at the end of today's shareholder meeting. Today's meeting is being recorded. Please note that certain information discussed during the annual meeting or answers given response to your questions following the conclusion of the meeting may relate to future results and events or otherwise be forward looking in nature. Such statements reflect Brown and Brown's current views with respect to future events and are intended to fall within the safe harbor provisions of the securities laws.

Actual results or events in the future are subject to a number of risks and uncertainties and may differ materially from the currently anticipated or desired or referenced in any forward looking statements made as a result of a number of factors. Such factors include those that Brown and Brown may not have currently identified or quantified, and those risks and uncertainties identified from time to time in Brown and Brown's reports filed with the Securities and Exchange Commission. Additional discussion of these and other factors affecting Brown and Brown's business and prospects, as well as additional information regarding forward looking statements, is contained in Brown and Brown's filings with the Securities and Exchange Commission. Brown and Brown disclaims any intent or obligations to update or revise any forward looking statements, whether as a result of new information, future events or otherwise. And now I'd like to introduce Brown and Brown's Chairman of the Board, Jay Hyatt Brown.

Speaker 2

Thank you, Tracy, and welcome to the first virtual annual meeting of shareholders. I'm Chairman, and I would like to now introduce the Board of Directors, Sam Bell, retired former counsel former up counsel to the law firm of Buchanan, Ingersoll, and Rooney. Hugh Brown, retired founder and former CEO of Bamsey Inc, an engineering and technical services company. Powell Brown, president and CEO of Brown and Brown. Brad Curry Junior, retired former chairman and CEO of Rock ten Company, who is not standing for reelection, but who, in recognition of his long and distinguished service to the company.

And so we may continue to benefit from his counsel, has been designated by the board as a director emeritus. I might say the first director emeritus of the company, and it is effective immediately following this meeting. On a really interesting note, I would like to compliment Brad who has been a member of our board since we became a public company in 1993. He is a a person who was a banker. He also was a manufacturer.

He brings to our board real reasoning and powerful leadership. And so, Brad, we very much appreciate all the good things that you've done for this company, and we're looking forward to continuing to get your advice and counsel into the future as an Emeritus director. In addition, we have Larry Gellerstadt, the third, chairman and chief executive officer of Cousins Properties Jim Hayes, Vice Chairman of Brown and Brown Inc Ted Hepner, retired former Vice Chairman, SunTrust Bank Holding Company Jim Hunt, former Executive Vice President and Chief Financial Officer of Walt Disney Parks and Resorts Worldwide Tony Jennings, chairman Jack Jennings and Sons Inc, a commercial construction firm in Orlando and Jennings and Jennings Inc, an architectural millwork firm based in Orlando Tim Main, global head financial institutions of Barclays Bank, plc Palmer Proctor, Chief Executive Officer and Director, Ameris Bancorp and Chief Executive Officer, Ameris Bank Atlanta Wendell Reilly, Chairman, Berman Capital Advisors, managing partner, Grapevine Partners LLC, a private equity investment firm focused on media and communications and based in Atlanta Chilton Varner, senior who is senior counsel with the law firm of King and Spaulding LLP. Now I would like to introduce our section sixteen officers.

First, myself, Hyatt Brown, then Powell Brown, Barrett Brown, who is executive vice president and president of the retail segment, Bob Lloyd, Robert Lloyd, executive vice president and general counsel and secretary, Scott Tinney, executive vice president and chief acquisitions officer, Anthony Steinese, Tony Steinese, executive vice president and president, wholesale brokerage segment Chris Walker, executive vice president and president, national program segment and Andy Watts, executive vice president, chief financial officer and treasurer. Also, additionally, these are officers who are not subject to section 16. Neil Abernathy, senior vice president John Burner, senior vice president Sam Boone, senior vice president Steve Boyd, senior vice president of technology, innovation, and digital strategy. Kathy Colangelo, senior vice president. Michael Egan, senior vice president, regional president, retail segment.

John Esposito, senior vice president, regional president, and retail segment. Joe Fowla, senior vice president. Rich Freeborn, Richard a Freeborn, senior vice president. Jim Hayes, vice chairman. Tommy Huval, senior vice president, regional president, retail segment.

Mike Keeby, senior vice president, regional president, retail segment Rich Nudson, senior vice president, regional president, retail segment David Lotts, vice president and chief corporate counsel Don McGowan, senior vice president, regional president, retail segment Anthony Robinson, assistant general counsel and assistant secretary Paul Rogers, senior vice president, regional president, retail segment Vaughn Stoll, senior vice president and Julie Turpin, senior vice president and chief people officer. I would also like to represent the represent the representatives introduce the representatives of Deloitte and Touche, our independent registered public accountants. First is Richard Helm, audit managing director, and then Phil Mix, audit partner and lead client service partner for Brown and Brown. The business of the meeting, we now proceed. I ask that Robert Lloyd ask as this act as secretary of the meeting and then Anthony Robinson act as inspector of voting.

The inspector of voting has previously filed his oath of office with the secretary. The inspector of voting has the mailing affidavit certifying that on 03/25/2020, the proxy statement and all related materials were mailed to owners of the outstanding capital stock of the company as of the close of business on 03/02/2020, the record date. The inspector of voting also has a certified list of all common shareholders of Brown and Brown Inc. As of the close of business on the record date, which has been certified as true and correct by the American Stock Transfer Company in its capacity as transfer agent for the company. I have been informed by the inspector of voting that we have a quorum.

The number of shares of capital stock outstanding and entitled to vote to the record date were 283,526,476 shares. Of this amount, 242,340,190 shares representing 85.47% of the total number of shares outstanding are represented at this meeting. This constitutes a quorum. This meeting is now lawfully convened, and we are ready to transact business. In the interest of saving time, I would like to suggest that we dispense with the reading of the minutes of the last annual meeting of the shareholders, which was held on May '19 and approve the minutes as set forth in the meeting book.

Is there a motion? So moved. Is there a second? Second. Moved and seconded.

Without objection, it shows adoption. We will now turn to the vote on the nominations for the board of directors set forth in the proxy statement. Most of you have already submitted proxies by mail, telephone, or or electronically. If you have not turned in your proxy or if you wish to change your vote, you must follow the instructions contained in your proxy material. Each of the 13 nominees of board directors has received at least 222,960,052 votes sufficient in each case for election.

Additionally, the ratification of Deloitte and Touche LLP as the company's independent registered public accountants for the fiscal year ending 12/31/2020 has received 241,031,397 votes sufficient for approval, and the approval on an advisory basis of the compensation of the named executive officers has received 233,922,106 votes sufficient for approval. That concludes the scheduled business of the meeting. There being no further business, the meeting is adjourned. If there are any questions, I will remain on the line along with Powell Brown, our president and chief executive officer, and Andy Watts, our executive vice president, chief financial officer, treasurer, Nancy. Thank you all for being with us.

We look forward to seeing you next year and stay safe and healthy. Are there any questions? Hearing no questions, the meeting is now adjourned and over. Thank you very much. Good luck.

Speaker 1

Thank you. This concludes the shareholder meeting, and thank you to all of our shareholders for attending today's meeting. Enjoy the rest of your

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