UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As previously announced, on December 13, 2024, the board of directors (the “Board”) of CorVel Corporation (the “Company”) approved an amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation (“the Charter Amendment”) to (i) effect a three-for-one forward stock split (the “Stock Split”) of the Company’s common stock, par value $0.0001 (“Common Stock”); and (ii) proportionately increase the number of authorized shares of Common Stock from 120,000,000 shares to 360,000,000 shares (the “Authorized Share Increase”). The Charter Amendment was filed with the Secretary of State of the State of Delaware on December 23, 2024, and became effective on December 24, 2024.
Upon the effectiveness of the Charter Amendment, every one share of Common Stock outstanding or held in treasury on December 23, 2024, the record date for the Stock Split, was automatically split into three shares of Common Stock. The additional shares of Common Stock were distributed on December 24, 2024. Trading began on a post-Stock Split adjusted basis at market open on December 26, 2024.
As a result of the Stock Split, the number of shares of Common Stock reserved for issuance under the Company’s equity incentive plans (including the Restated Omnibus Incentive Plan, as amended and restated, the 1991 Employee Stock Purchase Plan, as amended and restated, and the award agreements issued thereunder) and the number of shares underlying outstanding equity awards increased proportionately, and proportionate adjustments were made to the exercise price of outstanding stock options, as applicable.
The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is attached hereto as Exhibit 3.1, and incorporated herein by reference.
| Item 8.01. | Other Events. |
A copy of the press release announcing the effectiveness of the Charter Amendment is attached hereto as Exhibit 99.1. The information contained in Exhibit 99.1 is being furnished and 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. Such information shall not be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as otherwise expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment of Fourth Amended and Restated Certificate of Incorporation of CorVel Corporation | |
| 99.1 | Press Release, dated December 24, 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: December 26, 2024 | By: | /s/ Richard Schweppe | ||||
| Name: Richard Schweppe | ||||||
| Its: Secretary | ||||||