Crawford & Company filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

 

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, 2025 (May 8, 2025)

 

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 2025 Annual Meeting of Shareholders (the “Annual Meeting”) on Thursday, May 8, 2025. The total number of shares of the Company’s Class B common stock entitled to vote at the Annual Meeting was 19,144,928, 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 18,476,813, shares, which was 96.51% 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		17,900,782		235,420		340,611
Cameron M. Bready		17,901,607		234,595		340,611
Jesse C. Crawford, Sr.		16,566,174		1,570,028		340,611
Jesse C. Crawford, Jr.		16,710,242		1,425,960		340,611
Fred R. Donner		17,893,679		242,523		340,611
Lisa G. Hannusch		16,720,765		1,415,437		340,611
Joel T. Murphy		17,901,664		234,538		340,611
Rahul Patel		15,611,230		2,524,972		340,611
Rohit Verma		17,903,010		233,192		340,611

 

2.

Proposal to approve an amendment to the Crawford & Company 2016 Employee Stock Purchase Plan to authorize 1,000,000 additional shares of Class A Common Stock for issuance under the Plan. The shareholders approved the proposed amendment to the 2016 Employee Stock Purchase Plan for the 1,000,000 additional Class A shares. The results of the vote were as follows:

 

For		Against		Abstain		Broker Non-Votes
17,895,898		235,730		4,574		340,611

 

3.

Proposal to approve, on an advisory basis, the compensation paid to the Company’s named executive officers in 2024. The shareholders approved the compensation paid to certain of the Company’s executive officers in 2024. The results of the vote were as follows:

 

For		Against		Abstain		Broker Non-Votes
17,553,429		541,452		41,321		340,611

 

4.

Ratification of Independent Registered Public Accountants. The shareholders ratified the appointment of KPMG, LLP as the independent registered public accounting firm for the Company for the 2025 fiscal year. The vote on the ratification was as follows:

 

For		Against		Abstain
18,449,049		27,230		534

 

 

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 13, 2025