8-K 1 tm2020093d4_8k.htm FORM 8-K

 

 

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 20, 2020 (May 15, 2020)

 

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 2020 Annual Meeting of Shareholders (the “Annual Meeting”) on Friday, May 15, 2020. The total number of shares of the Company’s Class B common stock entitled to vote at the Annual Meeting was 22,510,144, 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 21,375,513 shares, which was 94.96% 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

Harsha V. Agadi 20,230,731 107,479 1,037,303
Inga K. Beale 20,249,000 89,210 1,037,303
Jesse C. Crawford 18,419,817 1,918,393 1,037,303
Jesse C. Crawford, Jr. 18,549,516 1,788,694 1,037,303
Lisa G. Hannusch 20,244,191 94,019 1,037,303
Michelle E. Jarrard 20,248,399 89,811 1,037,303
Charles H. Ogburn 20,218,362 119,848 1,037,303
Rahul Patel 20,247,643 90,567 1,037,303
D. Richard Williams 20,249,050 89,160 1,037,303

  

2.Proposed to approve an amendment to the Crawford & Company International Employee Stock Purchase Plan. The shareholders approved the amendment to the Crawford & Company International Employee Stock Purchase Plan. The results of the vote were as follows:

  

For

Against

Abstain

Broker Non-Votes

20,245,588 69,115 23,507 1,037,303

  

3.Ratification of Independent Auditor. The shareholders ratified the appointment of Ernst & Young LLP as independent auditor for the Company for the 2020 fiscal year. The vote on the ratification was as follows:

 

For

Against

Abstain

21,338,267 36,925 321

  

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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/ Joseph O. Blanco  
    Name:  Joseph O. Blanco  
    Title:  President and Corporate  
    Secretary  

 

Date: May 20, 2020

 

 

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