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): April 6, 2020
CRAWFORD & COMPANY
(Exact name of registrant as specified in its charter)
| Georgia | 1-10356 | 58-0506554 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (IRS employer<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 7.01. | Regulation FD Disclosure. |
|---|
On April 6, 2020, Crawford & Company (the “Company”) issued a press release related to suspension of guidance with respect to its 2020 financial results. A copy of this press release is attached as Exhibit 99.1 hereto, and is incorporated herein by this reference.
| Item 9.01. | Financial Statements and Exhibits. |
|---|---|
| (a) | Exhibits. The following exhibit is filed with this Report: |
| --- | --- |
| Exhibit No. | Description |
| --- | --- |
| 99.1 | Press Release dated April 6, 2020 |
The information contained in this current report on Form 8-K and in the accompanying exhibits shall not be incorporated by reference into any filing of the Company with the SEC, whether made before or after the date hereof, regardless of any general incorporation by reference language in such filing, unless expressly incorporated by specific reference to such filing. The information, including the exhibits hereto, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.
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/ W. BRUCE SWAIN | ||
| Name: | W. Bruce Swain | ||
| Title: | Executive Vice President -<br><br> <br>Chief Financial Officer | ||
| Date: April 6, 2020 |
Exhibit 99.1
 <br><br> <br><br><br> <br><br><br> <br>Crawford & Company®<br><br><br><br>5335 Triangle Parkway<br><br><br><br>Peachtree Corners, GA 30092 |
|---|
FOR IMMEDIATE RELEASE
CRAWFORD & COMPANY PROVIDES BUSINESSUPDATE
ATLANTA, (April 6, 2020) -- Crawford & Company (www.crawco.com) (NYSE: CRD-A and CRD-B), the world’s largest publicly listed independent provider of claims management and outsourcing solutions to insurance companies and self-insured entities, today announced a business update in response to COVID-19 and its ongoing impact on the global economy.
In light of the rapidly evolving nature of the novel COVID-19 pandemic, Crawford & Company withdraws its 2020 guidance provided on the Company’s fourth quarter and full year 2019 earnings call on March 5, 2020. Crawford & Company will provide additional business updates during its first quarter 2020 earnings call.
“Crawford is closely monitoring the unprecedented COVID-19 situation and its financial impact on our business operations. At this time, the health and safety of our 9,000 global employees is at the forefront of our minds,” said Harsha V. Agadi, President and CEO of Crawford & Company. “Additionally, our creative and dedicated employees have been leveraging our global footprint, technological resources, such as offsite claims adjusting app YouGoLook, and financial strength to continue to serve our clients and their stakeholders in this time of need. Given that the duration and ultimate impact of COVID-19 is unknown at this point, as with most other companies in our industry, it is difficult to quantify how the ongoing situation will impact our clients and their needs, and the subsequent effect on our global business operations.”
Mr. Agadi concluded, “While we are well positioned to manage through the situation and remain confident in our financial strength and flexibility and competitive position in the market, the short-term impact has made it necessary to reassess our business outlook. As a result, we are withdrawing our prior full year 2020 guidance. We remain focused on taking the necessary actions to protect our global team members, providing excellent service for our clients, and preserving long-term value for our shareholders.”
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 insurance companies and self-insured entities 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.
MediaContacts:
Lynn Cufley
Crawford & Company
+44 207 265 4067
Lynn.Cufley@crawco.co.uk
Kiara Reynolds-Westry
Crawford & Company
Kiara_reynolds-westry@us.crawco.com
Phone: 404-300-1617