UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On November 26, 2024, V. Gordon Clemons informed CorVel Corporation (the “Company”) of his decision to retire as an employee of the Company, as a member of the Company’s board of directors (the “Board”), and as Chairman of the Board, in each case effective immediately. In connection with his retirement, Mr. Clemons and the Company mutually agreed to terminate that certain Employment Agreement and Covenant Not to Compete previously entered into between them. Mr. Clemons retirement is not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Subsequently, on November 26, 2024, the Board appointed Michael G. Combs, the Company’s Chief Executive Officer and President, to the Board and elected him as Chairman of the Board, also effective immediately. There are no arrangements or understandings between Mr. Combs and any other person pursuant to which he was appointed to serve as a director or as Chairman of the Board. Mr. Combs is not expected to receive any additional compensation for serving as a director or as Chairman of the Board. Except for his employment relationship with the Company and the compensation arrangements arising in connection therewith, there are no relationships involving Mr. Combs that are required to be reported pursuant to Item 404(a) of Regulation S-K.
| Item 7.01. | Regulation FD Disclosure |
On November 29, 2024, the Company issued a press release announcing (i) the retirement of Mr. Clemons, and (ii) the appointment of Mr. Combs to the Board and election as Chairman of the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information provided in Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that Section 18, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated November 29, 2024 | |
| 104 | Cover Page Interaction Data File, formatted in Inline XBRL | |
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.
| CORVEL CORPORATION | ||||||
| Dated: November 29, 2024 | By: | /s/ Richard Schweppe | ||||
| Name: | Richard Schweppe | |||||
| Its: | Secretary | |||||