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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): June 5, 2023
______________________________
BRP Group, Inc.
(Exact name of registrant as specified in its charter)
______________________________
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| Delaware | | 001-39095 | | 61-1937225 | |
| (State or other jurisdiction of | | (Commission | | (I.R.S. Employer | |
| incorporation or organization) | | File No.) | | Identification No.) | |
4211 W. Boy Scout Blvd., Suite 800, Tampa, Florida 33607
(Address of principal executive offices) (Zip code)
(Registrant's telephone number, including area code): (866) 279-0698
Not Applicable
(Former Name, former address and former fiscal year, if changed since last report)
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| 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:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Class A Common Stock, par value $0.01 per share | | BRP | | Nasdaq Global Select Market |
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).
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 5.07 Submission of Matters to a Vote of Security Holders
On June 5, 2023, BRP Group, Inc. (the “Company”) held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”), at which a quorum was present. At the Annual Meeting, the shareholders of the Company voted on the following three proposals, each of which was described in greater detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 25, 2023 (the “Proxy Statement”):
Proposal 1 - Election of Directors
The following nominees were elected to the Company’s Board of Directors as Class I Directors, each to serve until the annual shareholders’ meeting to be held in 2026 or until his or her successor is elected and qualified. The voting results for each nominee were as follows: | | | | | | | | | | | | | | | | | | | | |
| Nominee | | For | | Withheld | | Broker Non-Votes |
| Lowry Baldwin | | 84,985,940 | | 13,737,986 | | 4,035,688 |
| Sathish Muthukrishnan | | 97,275,072 | | 1,448,854 | | 4,035,688 |
| Sunita Parasuraman | | 85,507,487 | | 13,216,439 | | 4,035,688 |
| Ellyn Shook | | 76,610,361 | | 22,113,565 | | 4,035,688 |
Proposal 2 – Advisory vote on the compensation of the Company’s named executive officers (“Say-on-Pay” vote)
The shareholders voted to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as described in the Proxy Statement. The voting results on this proposal were as follows:
| | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| 94,171,399 | | 635,204 | | 3,917,323 | | 4,035,688 |
Proposal 3 - Ratification of Appointment of Independent Registered Public Accounting Firm
The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was approved. The voting results on this proposal were as follows:
| | | | | | | | | | | | | | |
| For | | Against | | Abstain |
| 102,690,598 | | 16,518 | | 52,498 |
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.
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| | | BRP GROUP, INC. |
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| Date: June 6, 2023 | By: | /s/ Bradford L. Hale |
| | | Name: | Bradford L. Hale |
| | | Title: | Chief Financial Officer |