8-K 1 d722001d8k.htm 8-K 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 13, 2019 (May 8, 2019)

 

 

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))

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.   ☐

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
Class B Common Stock, $1.00 Par Value   CRD B   New York Stock Exchange

 

 

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

Crawford & Company (the “Company”) held its 2019 Annual Meeting of Shareholders (the “Annual Meeting”) on Wednesday, May 8, 2019. The total number of shares of the Company’s Class B common stock entitled to vote at the Annual Meeting was 23,030,725, 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 22,087,282 shares, which was 95.9% 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

      20,617,212        69,295        1,400,775  

Jesse C. Crawford

      18,781,794        1,904,713        1,400,775  

Jesse C. Crawford, Jr.

      18,865,869        1,820,638        1,400,775  

Lisa G. Hannusch

      20,659,653        26,854        1,400,775  

Michelle E. Jarrard

      20,634,552        51,955        1,400,775  

Charles H. Ogburn

      20,638,039        48,468        1,400,775  

Rahul Patel

      20,625,273        61,234        1,400,775  

D. Richard Williams

      20,642,484        44,023        1,400,775  

 

2.

Proposed to approve, on an advisory basis, the compensation paid to the Company’s named executive officers in 2018. The shareholders approved the compensation paid to certain of the Company’s executive officers in 2018. The results of the vote were as follows:

 

For

   

Against

   

Abstain

   

Broker Non-Votes

20,629,764    52,043    4,700    1,400,775

 

3.

Proposed to approve the 2019 Crawford & Company U.K. Sharesave Scheme and the authorization of 2,000,000 shares of Class A Common Stock for issuance under the plan. The shareholders approved the 2019 U.K. Sharesave Scheme and the 2,000,000 Class A Shares for issuance. The results of the vote were as follows:

 

For

   

Against

   

Abstain

   

Broker Non-Votes

20,606,810    78,662    1,035    1,400,775

 

4.

Proposed to approve an amendment to the Crawford & Company Non-Employee Director Stock Plan. The shareholders approved the amendment to the Crawford & Company Non-Employee Director Stock Plan. The results of the vote were as follows:

 

For

   

Against

   

Abstain

   

Broker Non-Votes

20,405,637    279,376    1,494    1,400,775

5.

Proposed to approve an amendment to the Crawford & Company 2016 Omnibus Stock and Incentive Plan. The shareholders approved the amendment to the Crawford & Company 2016 Omnibus Stock and Incentive Plan. The results of the vote were as follows:

 

For

   

Against

   

Abstain

   

Broker Non-Votes

18,719,642    1,966,234    631    1,400,775

 

6.

Ratification of Independent Auditor. The shareholders ratified the appointment of Ernst & Young LLP as independent auditor for the Company for the 2019 fiscal year. The vote on the ratification was as follows:

 

For

   

Against

   

Abstain

21,988,923    95,480    2,879

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: EVP, General Counsel

Date: May 13, 2019