8-K
CRAWFORD & CO (CRD-A)
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): December 18, 2020
CRAWFORD & COMPANY
(Exact name of registrant as specified in its charter)
| Georgia | 1-10356 | 58-0506554 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission File Number) | (IRS employer<br><br> <br>Identification No.) |
| 5335 Triangle Parkway, Peachtree Corners, Georgia | 30092 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (404) 300-1000
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 |
|---|---|---|
| Class A Common Stock — $1.00 Par Value | CRD-A | New York Stock Exchange, Inc. |
| Class B Common Stock — $1.00 Par Value | CRD-B | New York Stock Exchange, Inc. |
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 8.01. | Other Events. |
|---|
On December 18, 2020, Crawford & Company (the “Company”) issued a press release announcing that its Board of Directors extended the termination date of the Company’s current share repurchase program to December 31, 2021. Prior to the extension, the share repurchase program was set to expire on December 31, 2020. Under the Company’s share repurchase program established by the Board of Directors on May 8, 2019, the Company is authorized to repurchase up to an aggregate of two million shares of its common stock until the expiration of the share repurchase program. As of December 15, 2020, authorization to repurchase up to 642,097 shares of common stock remain unexercised under the share repurchase program prior to the extended termination date of December 31, 2021. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by this reference.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d) Exhibits. The following exhibit is filed with this Report:
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release issued by the Company dated December 18, 2020. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| CRAWFORD & COMPANY | |
|---|---|
| By: | /s/ Tami E. Stevenson |
| Name: Tami E. Stevenson | |
| Title: General Counsel and Corporate Secretary |
Date: December 18, 2020
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Exhibit 99.1
| Crawford & Company^®^<br><br><br><br>5335 Triangle Parkway NW<br><br><br><br>Peachtree Corners, GA 30092 |
|---|
FOR IMMEDIATE RELEASE
Crawford &Company^®^ Announces Extension of Share Repurchase Program
ATLANTA (December 18, 2020) Crawford & Company^®^ (NYSE: CRD-A and CRD-B), the world’s largest publicly listed independent provider of claims management and outsourcing solutions to carriers, brokers and corporates has announced the extension of the company’s share repurchase program under which it may repurchase up to 2 million shares of its common stock until December 31, 2021.
Under the Company’s share repurchase program established by the Board of Directors on May 8, 2019, the Company is authorized to repurchase up to an aggregate of two million shares of its common stock until the expiration of the share repurchase program. The program was set to expire on December 31, 2020.
As of December 15, 2020, authorization to repurchase up to 642,097 shares of common stock remain unexercised under the share repurchase program prior to the extended termination date. Repurchases may be made in open market or privately negotiated transactions at such times and for such prices as management deems appropriate, subject to applicable regulatory guidelines. The new authorization does not obligate Crawford to acquire any stock, and purchases may be commenced or suspended at any time based on market conditions and other factors that the Company deems appropriate.
For further information regarding this press release, please call Bruce Swain at (404) 300-1051.
This press release contains forward-looking statements, including statements about the expected future financial condition, results of operations and earnings outlook of Crawford & Company. Statements, both qualitative and quantitative, that are not historical facts may be “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from historical experience or Crawford & Company’s present expectations. Accordingly, no one should place undue reliance on forward-looking statements, which speak only as of the date on which they are made. Crawford & Company does not undertake to update forward-looking statements to reflect the impact of circumstances or events that may arise or not arise after the date the forward-looking statements are made. For further information regarding Crawford & Company, including factors that could cause our actual financial condition, results or earnings to differ from those described in any forward-looking statements, please read Crawford & Company’s reports filed with the SEC and available at www.sec.gov and on Crawford & Company’s investor website.
About Crawford^®^
Based in Atlanta, Crawford & Company (NYSE: CRD-A and CRD-B) is the world’s largest publicly listed independent provider of claims management and outsourcing solutions to carriers, brokers, and corporates with an expansive global network serving clients in more than 70 countries. The Company’s two classes of stock are substantially identical, except with respect to voting rights and the Company’s ability to pay greater cash dividends on the non-voting Class A Common Stock (CRD-A) than on the voting Class B Common Stock (CRD-B), subject to certain limitations. In addition, with respect to mergers or similar transactions, holders of CRD-A must receive the same type and amount of consideration as holders of CRD-B, unless different consideration is approved by the holders of 75 percent of CRD-A, voting as a class. More information is available at www.crawco.com.
Tag: [Crawford-Investor-News-and-Events, Crawford-Financial]
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Media Contacts: mediarelations@us.crawco.com
Lynn Cufley
+44 207 265 4067
Lynn.Cufley@crawco.co.uk
Kiara Reynolds-Westry
+1 470-396-1989
Kiara_reynolds-westry@us.crawco.com