Brown & Brown, Inc. (BRO) Earnings Call Transcript & Summary

Hello, everyone, and welcome to the 2021 Annual Meeting of Shareholders for Brown & Brown, Inc. Before we get started, I would 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 speaker system by default. If you would prefer to join over the telephone, just select phone call in the audio pane, and the dial-in information will be displayed. [Operator Instructions] You may also send in your questions at any time during the meeting, and we will collect these and address them during the Q&A session at the end of today's shareholder meeting. Today's meeting is being recorded. I would now like to introduce Mr. J. Hyatt Brown, Chairman, Brown & Brown, Inc. Over to you, Mr. Brown.

Thank you, Clara, and we'll call the meeting to order. I would like to start out by introducing the Board of Directors. First of all, I'm Chairman. Next is Samuel P. Bell III, retired, former Counsel to the law firm of Buchanan, Ingersoll & Rooney, but who, in recognition of his long and distinguished service to the company and so that we may continue to benefit from his counsel, has been designated by the Board as director emeritus of the company effective immediately following the meeting. And thank you, Sam, for all of the many, many years of advice and counsel. And we're looking forward to continuing to get those from you as emeritus. Next is Hugh Brown, retired, founder and former President and Chief Executive Officer of BAMSI, Inc., an engineering and technical services company; J. Powell Brown, President and CEO, Brown & Brown, Inc.; Larry Gellerstedt, Former Chairman of the Board and CEO, Cousins Properties Incorporated; Jim Hays, Vice Chairman, Brown & Brown, Inc.; Ted Hoepner, retired, former Vice Chair, SunTrust Bank Holding Company; Jim Hunt, former Executive Vice President and Chief Financial Officer of Walt Disney Parks and Resorts Worldwide; Toni Jennings, Chairman, Jack Jennings & Sons, commercial construction firm based in Orlando, and Jennings & Jennings, Inc., architectural millwork firm based in Orlando; Tim Main, Global Head, Financial Institutions Group at Barclays Bank; 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 communication and based in Atlanta; Chilton Varner, Senior Counsel with the law firm at King & Spalding LLP. Also, I'd like to introduce Brad Currey, Jr., who is a director emeritus, who was former Chairman and CEO of RockTenn Company and is retired. Now I'd like to also introduce all of our officers. First of all, myself, Chairman of the Board; Powell Brown, President and Chief Executive Officer; Steve Boyd, Executive Vice President and President, Wholesale Brokerage segment; P. Barrett Brown, Executive Vice President and President, Retail segment; Robert W. Lloyd, Executive Vice President, General Counsel and Secretary; J. Scott Penny, Executive Vice President and Chief Acquisitions Officer; Anthony Strianese , Executive Vice President and Chairman, Wholesale Brokerage segment; Chris Walker, Executive Vice President and President, National Programs segment, Andy Watts, Executive Vice President, Chief Financial Officer and Treasurer. And now the officers that are not subject to Section 16, Neal Abernathy, Senior Vice President; John Berner, Senior Vice President; Sam Boone, Senior Vice President; Kathy Colangelo, Senior Vice President; Mike Egan, Senior Vice President, Regional President and -- of Retail segment; John Esposito, Senior Vice President, Regional President, Retail segment; Joe Failla, Senior Vice President; Jim Hays, Vice Chairman; Tommy Huval, Senior Vice President, Regional President and Retail segment; Mike Keeby, Senior Vice President, Regional President, Retail segment; Rich Knudson, Senior Vice President, Regional President, Retail segment; David Lotz, Vice Chairman -- Vice President, excuse me, and Chief Corporate Counsel; Don McGowan, Senior Vice President and Regional President, Retail segment; Gray Nester, Senior Vice President and Chief Information Officer; Anthony Robinson, Assistant General Counsel and Assistant Secretary; Paul Rogers, Senior Vice President, Regional President, Retail segment; H. Vaughn Stoll, Senior Vice President; and Julie Turpin, Senior Vice President and Chief People Officer. Those are our officers and directors. Now I would like to introduce the representatives of Deloitte & Touche who are the independent registered public accountants representing our firm. First is Kara Klinger, Audit Partner and Lead Client Service Partner for Brown & Brown. And second is Richard Helme, Audit Managing Director. And now the meeting is declared open for business. I ask that Robert Lloyd act as the secretary of the meeting and that 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 a mailing affidavit certifying that beginning on March 23, 2021, the proxy statement and all related materials were mailed to owners of outstanding capital stock of the company as of the close of business on March 1, 2021, the record date. The inspector of voting also certified a list of all common shareholders of Brown & 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. The list has been available for inspection for 10 days prior to the meeting at our principal office and is available during the meeting by sending a request to the [email protected]. Most of you have already submitted by mail or electronically. If you have not turned in your proxy or wish to change your vote, please refer to the voting link on your screen. 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 on the record date is 283,486,455 shares. Of this amount, 218,270,900 shares, representing approximately 70% -- 77% of the total number of shares outstanding and are represented at this meeting. This constitutes a quorum. The meeting is now lawfully convened, and we're ready to transact business. In the interest of saving time, I would ask -- like to ask -- to suggest that we dispense with the reading of the minutes of the last Annual Meeting of Shareholders, which was held on May 6, 2020, and approve the minutes as set forth in the minute book. Is there a motion to that effect?

So moved.

Is there a second?

Second.

Without objection 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 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 materials. Each of the 12 nominees for the Board of Directors has received at least 183,760,613 votes, sufficient in each case for election. Additionally, the ratification of Deloitte & Touche as the company's independent registered public accountants for the fiscal year ending December 31, 2021, has received 216,779,641 votes, sufficient for approval. And the approval on an advisory basis of the compensation of the named officers has received 194,038,068 votes, sufficient for approval. This concludes the scheduled meeting, and the meeting is now 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 and Chief Financial Officer and Treasurer, to answer them. Thank you all for being with us. We look forward to seeing you next year. Are there any questions? Hearing none, Clara, shall we defer -- shall we declare the meeting adjourned?

For sure. This concludes the shareholder meeting. Thank you to all shareholders for attending today's meeting. Enjoy the rest of your day, everyone.

Thank you.