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 eventreported): May 14, 2024 (May 10, 2024)
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 5.07. | Submission of Matters to a Vote of Security Holders. |
|---|
Crawford & Company (the “Company”) held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”) on Friday, May 10, 2024. The total number of shares of the Company’s Class B common stock entitled to vote at the Annual Meeting was 19,554,538, and each share was entitled to one vote for each director nominee, and one vote on each of the other matters acted upon at the Annual Meeting. The number of shares represented at the Annual Meeting by valid proxies or ballots was 18,794,005 shares, which was 96.11% of the shares of stock entitled to vote at the Annual Meeting. The final voting results for the matters submitted to a vote of shareholders at the Annual Meeting are as follows:
| 1. | Election of Directors. All of the nominees for director listed below were elected to serve as directors until the Company’s<br>next annual meeting of shareholders and until their successors are elected and qualified. The results of the election were as follows: | ||
|---|---|---|---|
| Nominee | For | Withheld | Broker Non-Votes |
| --- | --- | --- | --- |
| Inga K. Beale | 18,381,861 | 23,062 | 389,082 |
| Cameron M. Bready | 18,381,853 | 23,070 | 389,082 |
| Jesse C. Crawford, Sr. | 16,995,505 | 1,409,418 | 389,082 |
| Jesse C. Crawford, Jr. | 16,312,968 | 2,091,955 | 389,082 |
| Fred R. Donner | 18,396,409 | 8,514 | 389,082 |
| Lisa G. Hannusch | 17,031,023 | 1,373,900 | 389,082 |
| Rahul Patel | 16,348,919 | 2,056,004 | 389,082 |
| Rohit Verma | 18,175,590 | 229,333 | 389,082 |
| D. Richard Williams | 18,382,009 | 22,914 | 389,082 |
| 2. | Proposal to approve amendments to the Crawford & Company Non-Employee Director Stock Plan and authorize 1,000,000 additionalshares of Class A Common Stock for issuance under the Plan. The shareholders approved the proposed amendments to the Non-Employee<br>Director Stock Plan and the 1,000,000 additional Class A shares. The results of the vote were as follows: | ||
| --- | --- | ||
| For | Against | Abstain | Broker Non-Votes |
| --- | --- | --- | --- |
| 17,583,084 | 821,095 | 744 | 389,082 |
| 3. | Ratification of Independent Registered Public Accountants. The shareholders ratified the appointment of Ernst & Young LLP<br>as the independent registered public accounting firm for the Company for the 2024 fiscal year. The vote on the ratification was as follows: | ||
| --- | --- | ||
| For | Against | Abstain | |
| --- | --- | --- | |
| 18,742,676 | 50,586 | 743 |
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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: Senior Vice President - General Counsel and Corporate Secretary |
Date: May 14, 2024
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