CRVL 8-K
Corvel Corp (CRVL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code:
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 (see General Instruction A.2. below):
| 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 |
Name of each exchange | ||
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. |
On August 6, 2026, CorVel Corporation (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”) during which the Company’s stockholders voted on three proposals. There were 51,009,059 shares of the Company’s common stock, par value $0.0001 (the “Common Stock”), outstanding at the close of business on June 8, 2026, the record date for the Annual Meeting. The results of the voting at the Annual Meeting were as follows:
Election of Directors (Proposal No. 1)
The stockholders elected six directors, each to serve until the 2027 annual meeting or until his or her successor has been duly elected and qualified. The following sets forth the results of the vote with respect to each director nominee:
| Shares Voted | ||||||
| Director Candidate | For | Withheld | Broker Non-Votes | |||
| Michael G. Combs | 43,814,558 | 3,455,744 | 1,728,732 | |||
| Joanna C. Burkey | 44,498,930 | 2,771,372 | 1,728,732 | |||
| Steven J. Hamerslag | 41,649,770 | 5,620,532 | 1,728,732 | |||
| Alan R. Hoops | 42,868,309 | 4,401,993 | 1,728,732 | |||
| R. Judd Jessup | 38,112,215 | 9,158,087 | 1,728,732 | |||
| Jeffrey J. Michael | 34,779,039 | 12,491,263 | 1,728,732 | |||
Ratification of Selection of Accounting Firm (Proposal No. 2)
The stockholders ratified the appointment of Haskell & White LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2027. The following sets forth the results of the vote with respect to this proposal:
| Shares Voted |
||||||
| For | 48,565,751 | |||||
| Against | 414,690 | |||||
| Abstain | 18,593 | |||||
| Broker Non-Votes | 0 |
Advisory Vote on Named Executive Officer Compensation (Proposal No. 3)
The stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers. The following sets forth the results of the vote with respect to this proposal:
| Shares Voted |
||||||
| For | 42,909,830 | |||||
| Against | 1,551,017 | |||||
| Abstain | 2,809,455 | |||||
| Broker Non-Votes | 1,728,732 |
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.
| Date: August 11, 2026 | CorVel Corporation | |||||
| /s/ Brian S. Nichols | ||||||
| Brian S. Nichols, Chief Financial Officer | ||||||