Form 8-K CRAWFORD & CO For: May 13

May 17, 2022 1:26 PM EDT

Get instant alerts when news breaks on your stocks. Claim your 1-week free trial to StreetInsider Premium here.
0000025475 false 0000025475 2022-05-13 2022-05-13 0000025475 us-gaap:CommonClassAMember 2022-05-13 2022-05-13 0000025475 us-gaap:CommonClassBMember 2022-05-13 2022-05-13 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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): May 17, 2022 (May 13, 2022)

 

CRAWFORD & COMPANY

(Exact name of registrant as specified in its charter)

 

Georgia   1-10356   58-0506554

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS employer

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 2022 Annual Meeting of Shareholders (the “Annual Meeting”) on Friday, May 13, 2022. The total number of shares of the Company’s Class B common stock entitled to vote at the Annual Meeting was 20,811,962, 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 18,830,535 shares, which was 90.48% 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 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   17,760,063    142,296    928,176 
Joseph O. Blanco   17,738,257    164,102    928,176 
Jesse C. Crawford   16,340,914    1,561,445    928,176 
Jesse C. Crawford, Jr.   16,417,390    1,484,969    928,176 
Lisa G. Hannusch   17,795,099    107,260    928,176 
Michelle E. Jarrard   17,830,504    71,855    928,176 
Charles H. Ogburn   17,813,962    88,397    928,176 
Rahul Patel   16,441,088    1,461,271    928,176 
Rohit Verma   17,819,833    82,526    928,176 
D. Richard Williams   17,837,981    64,378    928,176 

 

 

2.Proposed to approve amendments to the Crawford & Company Bylaws. The shareholders approved the proposed amendments to the Crawford & Company Bylaws. The results of the vote were as follows:

 

For   Against   Abstain   Broker Non-Votes 
 16,311,065    1,486,859    104,435    928,176 

 

3.Proposed to approve amendments to the Crawford & Company 2016 Omnibus Stock and Incentive Plan and authorize 4,000,000 additional shares of Class A Common Stock for issuance under the Plan. The shareholders approved the proposed amendments to the Omnibus Stock Plan and the 4,000,000 additional Class A shares. The results of the vote were as follows:

 

For   Against   Abstain   Broker Non-Votes 
 14,345,005    3,458,664    98,690    928,176 

 

 

4.Ratification of Independent Registered Public Accountants. The shareholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the Company for the 2022 fiscal year. The vote on the ratification was as follows:

 

For   Against   Abstain 
 18,796,768    32,458    1,309 

 

- 2 -

 

 

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 17, 2022

 

- 3 -

 



Serious News for Serious Traders! Try StreetInsider.com Premium Free!

You May Also Be Interested In





Related Categories

SEC Filings