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): June 26, 2017 (June 22, 2017)

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.)
1001 Summit Blvd., Atlanta, Georgia		30319
(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))

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 22, 2017, Crawford & Company (the “Company”) entered into an Executive Employment Agreement (the “Agreement”) appointing Rohit Verma (age 42) as Chief Operating Officer of the Company, effective as of July 5, 2017. Mr. Verma will report to the Company’s President and Chief Executive Officer.

In exchange for such service, Mr. Verma will be entitled to an annual salary of $550,000.00, subject to periodic review by the Company’s President and Chief Executive Officer. Mr. Verma will be entitled to an annual cash incentive opportunity under the Company’s Short-Term Incentive Plan and/or Management Team Incentive Compensation Plan, or any successor plan(s), with a current target award of not less than 65% of his annual base salary, and a maximum award opportunity of 130% of his annual base salary. Beginning in 2018, Mr. Verma will be eligible to participate in the Company’s long-term incentive plan, administered under the Company’s Omnibus Stock and Incentive Plan, or any successor plan. Both short-term and the long-term award opportunities, including amounts and metrics, will be determined by the Compensation Committee of the Board of Directors of the Company (the “Committee”).

The Agreement also provides, subject to approval by the Committee and subject to the terms of the Company’s Omnibus Stock and Incentive Plan, a grant of 75,000 restricted shares of Class A common stock of the Company. If the award is not approved by the Committee prior to September 1, 2017, the Agreement provides for a cash payment of $557,250. The restricted shares will vest over the three-year period following the date of grant.

Mr. Verma will also be entitled to such other compensation and benefits as are in conformity with Company policy for senior executives.

Provided Mr. Verma is employed with the Company for at least six months, if he is terminated without cause (as defined by the Company’s President and Chief Executive Officer) or following a change of control of the Company, Mr. Verma will be entitled to 12 months of his then-current salary plus a pro rata cash bonus for the year of his termination. Any such payments will be conditioned on Mr. Verma entering into a separate agreement with the Company, which agreement will contain a general release of the Company and covenants restricting competition, solicitation of clients and solicitation of employees following his departure.

The press release issued by the Company on June 26, 2017 announcing Mr. Verma’s appointment is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

2

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 June 26, 2017

3

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/ R. Eric Powers, III
	Name:	R. Eric Powers, III
	Title:	Corporate Secretary

Date: June 26, 2017

4

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated June 26, 2017

5

EX-99.1

Exhibit 99.1

Crawford & Company® 1001 Summit Blvd Atlanta, GA 30319	Media Contact: Nancy Hamlet 404.300.1918 nancy.hamlet@us.crawco.com

ROHIT VERMA NAMED CRAWFORD & COMPANY^® Global Chief Operating Officer

ATLANTA (June 26, 2017) – Crawford & Company^®, the world’s largest publicly listed independent provider of claims management solutions to insurance companies and self-insured entities, today announced that it has named Rohit Verma as global chief operating officer.

Verma will have strategic, financial and operational oversight for Crawford’s diverse lines of business whose services are delivered through the company’s distinct brands, including Crawford^®, Broadspire^®, Contractor Connection^®, WeGoLook^® and Garden City Group^® (GCG) across Americas, Europe and Asia. His responsibilities will also include IT services.

Verma is an accomplished industry executive who most recently served as the divisional executive for the south region of Zurich North America, where he was accountable for profitable growth and market execution. In his more than ten year tenure at Zurich, Verma also served in a number of executive management positions across underwriting, finance, strategy and general management. Prior to joining Zurich, Verma was a management consultant with McKinsey & Company and Deloitte Consulting with a focus on insurance and financial services.

“Rohit is joining Crawford at an exciting time in our history as we deploy new technologies and service models that are enabling us to deliver positive outcomes for our customers and improve operating performance,” said Harsha V. Agadi, president and chief executive officer for Crawford. “During his career, Rohit has worked across three continents, Europe, Asia and North America and has demonstrated success leading global teams similar to Crawford in delivering growth.”

Verma will join the company on July 5, 2017 and will report directly to Agadi.

“Customers today are demanding distinctive services through more digital, analytic and intelligent business models and Crawford is poised to deliver those outcomes,” said Verma. “I’m excited to join Crawford and work with a very talented team who is passionate about delivering customer value across its diverse lines of businesses and geographies.”

Verma holds an undergraduate degree in computer engineering from the University of Delhi, India and a Masters from Northwestern University.

###

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 solutions to insurance companies and self-insured entities with an expansive global network serving clients in more than 70 countries. The Crawford Solution^® offers comprehensive, integrated claims services, business process outsourcing and consulting services for major product lines including property and casualty claims management, workers’ compensation claims and medical management, and legal settlement administration. More information is available at www.crawfordandcompany.com.