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Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of report (Date of earliest event reported): May 18, 2021 (May 14, 2021)



(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



(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 2021 Annual Meeting of Shareholders (the “Annual Meeting”) on Friday, May 14, 2021. The total number of shares of the Company’s Class B common stock entitled to vote at the Annual Meeting was 22,451,307, 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 21,533,054 shares, which was 95.91% 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   20,575,865   56,270   900,919
Joseph O. Blanco   18,091,942   2,540,193   900,919
Jesse C. Crawford   16,171,056   4,461,079   900,919
Jesse C. Crawford, Jr.   16,172,432   4,459,703   900,919
Lisa G. Hannusch   20,555,390   76,745   900,919
Michelle E. Jarrard   20,314,934   317,201   900,919
Charles H. Ogburn   18,063,694   2,568,441   900,919
Rahul Patel   17,821,143   2,810,992   900,919
Rohit Verma   20,593,234   38,901   900,919
D. Richard Williams   20,571,721   60,414   900,919


2. Proposed to approve, on an advisory basis, the compensation paid to the Company’s named executive officers in 2020. The shareholders approved the compensation paid to certain of the Company’s executive officers in 2020. The results of the vote were as follows:


For   Against   Abstain   Broker Non-Votes
20,283,323   305,672   43,140   900,919


3. Ratification of Independent Registered Public Accountants. The shareholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the Company for the 2021 fiscal year. The vote on the ratification was as follows:


For   Against   Abstain
21,499,594   33,317   143


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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.


  By: /s/ Tami E. Stevenson  
    Name:  Tami E. Stevenson  
    Title:  Senior Vice President - General
    Counsel and Corporate Secretary


Date: May 18, 2021


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