SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Crawford & Company
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(3) Per unit price or other underlying value of transaction computed
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0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(4) Date Filed:
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(CRAWFORD LOGO)
March 24, 2004
Dear Shareholder:
You are cordially invited to attend the Company's 2004 Annual Meeting of
Shareholders which will be held on Tuesday, April 27, 2004, beginning at 2:00
p.m. at the Company's headquarters, 5620 Glenridge Drive, N.E., Atlanta,
Georgia.
The official Notice of Annual Meeting of Shareholders, Proxy Statement and
form of Proxy are included with this letter and contain information about the
meeting and the various matters on which the shareholders will act.
As is our custom, a brief report will be made at this meeting on the
Company's 2003 activities and the outlook for 2004. We hope you will be able to
attend the meeting. Whether or not you plan to attend, it is important that you
sign and return your Proxy promptly, as your vote is important to the Company.
On behalf of our Board of Directors, officers, and employees, we wish to
thank you for your continued interest in and support of Crawford & Company.
Sincerely,
/s/ Grover L. Davis
Grover L. Davis,
Chairman, President and
Chief Executive Officer
CRAWFORD & COMPANY
P.O. BOX 5047
ATLANTA, GEORGIA 30302
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 27, 2004
---------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Crawford
& Company (the "Company") will be held in the Home Office Building of the
Company, 5620 Glenridge Drive, N.E., Atlanta, Georgia, on Tuesday, April 27,
2004, at 2:00 p.m. local time, for the following purposes:
1. To fix at eight (8) the number of Directors constituting the Board
of Directors for the ensuing year and to elect eight (8) Directors to serve
until the next Annual Meeting of Shareholders or until their successors are
elected and qualified;
2. To ratify the appointment of Ernst & Young LLP as independent
auditors for the Company for the 2004 fiscal year;
3. To consider and vote on a shareholder proposal entitled the
"Maximize Value Resolution," and
4. To transact any and all other such business as may properly come
before the meeting or any adjournment or postponement thereof.
Information relating to the above matters is set forth in the accompanying
Proxy Statement dated March 24, 2004. Only shareholders of record of Class B
Common Stock of the Company as of the close of business on March 3, 2004 will be
entitled to vote at the meeting and any adjournment or postponement thereof.
By Order of The Board of Directors,
/s/ Peter J. Rescigno
Peter J. Rescigno,
Secretary
Atlanta, Georgia
March 24, 2004
IT IS IMPORTANT THAT YOUR SHARES OF CLASS B COMMON STOCK BE REPRESENTED AT
THE MEETING WHETHER OR NOT YOU ARE PERSONALLY ABLE TO BE PRESENT. ACCORDINGLY,
IF YOU DO NOT PLAN TO ATTEND THE MEETING, PLEASE COMPLETE AND SIGN THE ENCLOSED
PROXY AND RETURN IT IN THE ACCOMPANYING POSTAGE PREPAID ENVELOPE.
PROXIES ARE NOT BEING SOLICITED WITH RESPECT TO THE SHARES OF CLASS A
COMMON STOCK OF THE COMPANY.
CRAWFORD & COMPANY
P.O. BOX 5047
ATLANTA, GEORGIA 30302
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PROXY STATEMENT
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ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 27, 2004
This Proxy Statement and the accompanying Proxy are being mailed to
shareholders of Class B Common Stock of Crawford & Company (the "Company") in
connection with the solicitation of proxies by the Board of Directors of the
Company from holders of Class B Common Stock for use at the Annual Meeting of
Shareholders to be held in the Home Office Building of the Company, 5620
Glenridge Drive, N.E., Atlanta, Georgia, on Tuesday, April 27, 2004 at 2:00
p.m., local time, and any adjournment or postponement thereof. When the Proxy is
properly executed and returned, the shares of Class B Common Stock it represents
will be voted at the meeting and any adjournment or postponement thereof as
directed by the shareholder executing the Proxy unless it is revoked. If no
directions are given on the Proxy with respect to any matter, the shares
represented by the Proxy will be voted as to that matter as the Board of
Directors recommends. The Board of Directors recommends a vote for the below
listed director nominees, for the approval of the appointment of Ernst & Young
LLP to serve as independent auditors of the Company in 2004, and against the
"Maximize Value Resolution." Any shareholder giving a Proxy has the power to
revoke it at any time before it is voted by the execution of another Proxy
bearing a later date or by written notification to the Secretary of the Company.
Shareholders who are present at the Annual Meeting may revoke their Proxy and
vote in person if they so desire.
Only shareholders of record of Class B Common Stock of the Company as of
the close of business on March 3, 2004 (the "Record Date") will be entitled to
vote at the Annual Meeting. As of that date, the Company had outstanding
24,697,172 shares of Class B Common Stock, each share being entitled to one
vote. A majority of the issued and outstanding shares of Class B Common Stock
entitled to vote at the Annual Meeting will constitute a quorum for the
transaction of business at such meeting. The Annual Report of the Company for
the fiscal year ended December 31, 2003 is enclosed herewith. This Proxy
Statement and the accompanying Proxy are being first mailed to Class B Common
Stock shareholders on or about March 24, 2004.
Additionally, for information only, this Proxy Statement is being mailed to
shareholders of Class A Common Stock of the Company as of the Record Date.
Shares of Class A Common Stock are not entitled to vote at the Annual Meeting of
Shareholders. Accordingly, no Proxy is being requested and no Proxy should be
sent with respect to such shares.
PROPOSAL 1 -- ELECTION OF DIRECTORS
NOMINEES AND VOTING
The By-Laws of the Company provide that the shareholders shall fix the
number of Directors constituting the full Board at not less than seven nor more
than twelve, and the shareholders entitled to vote shall elect the Directors at
each Annual Meeting. The Board of Directors has nominated the eight persons
listed below as Directors, to hold office until the next Annual Meeting and
until their successors are elected and qualified. Each nominee, except Clarence
H. Ridley and Robert T. Johnson, was elected by the shareholders at the last
annual meeting on April 29, 2003. Mr. Ridley is a member of the present Board of
Directors and was elected by the Board on February 3, 2004. Mr. Johnson was
approved by the Nominating/Corporate Governance/ Compensation Committee at the
recommendation of a member of the former external auditing firm of the Company
and a non-management director of the Company. If, at the time of the Annual
Meeting, any of the
nominees should be unable to serve, the persons named in the Proxy will vote for
substitute nominees selected by the Board of Directors. The Company has no
reason to believe that any of the nominees will not be available for election as
a Director.
NOMINEE INFORMATION
The following table gives certain information as to each person nominated
by the Board of Directors for election as a Director:
PRINCIPAL OCCUPATION DIRECTOR
NAME AGE AND DIRECTORSHIPS SINCE
---- --- -------------------- --------
J. Hicks Lanier 63 Chairman of the Board and Chief Executive Officer of Oxford 1976
Industries, Inc., a manufacturer of apparel products;
Director of Genuine Parts Company, SunTrust Banks, Inc.
and West Point Stevens.
Jesse C. Crawford 55 President of Crawford Communications, Inc., a full-service 1986
provider of teleproduction services including audio/video
production and post production, multimedia title design,
satellite services, animation, and special effects.
Larry L. Prince 65 Chairman of the Board and Chief Executive Officer of Genuine 1987
Parts Company, a service organization engaged in
automotive and industrial parts and office products
distribution; Director of Equifax, Inc., SunTrust Banks,
Inc., John H. Harland Co., and Southern Mills.
John A. Williams 61 President and Chief Executive Officer of Corporate Holdings, 1996
LLC, a real estate management and development company;
Director of Post Properties, Inc.
E. Jenner Wood, III 52 Chairman of the Board, President and Chief Executive Officer 1997
of SunTrust Banks, Central Group; Director of Oxford
Industries, Inc., Cotton States Life Insurance Co., Cotton
States Mutual Insurance Co. and Georgia Power Company.
Grover L. Davis 52 Chairman of the Board, President and Chief Executive Officer 1999
of the Company.
Clarence H. Ridley 61 Chairman of the Board of Haverty Furniture Companies, Inc. a 2004
furniture retailer, Director of STI Classic Funds and
Variable Trust, and Carvel Corporation.
Robert T. Johnson 69 Retired Partner of Arthur Andersen LLP. --
Mr. Williams has held his present position since December 2003 and is
Chairman Emeritus of Post Properties, Inc. For more than five years prior to his
appointment on February 20, 2003 as Chairman Emeritus, Mr. Williams was Chairman
of the Board of Post Properties, Inc. and Chief Executive Officer until July 1,
2002. Mr. Wood was appointed to his present position in June 2002, was appointed
Chairman of the Board, President and Chief Executive Officer of SunTrust Banks,
Georgia in March 2001, was appointed President in October 2000 and for more than
five years prior to that appointment served in executive management positions
with SunTrust Banks. Mr. Davis was appointed President and Chief Operating
Officer of the Company and elected a Director on July 27, 1999. On March 31,
2001, he became Chief Executive Officer and on October 28, 2002 he became
Chairman of the Board. For more than five years prior to that appointment, Mr.
Davis served in management positions with the Company until his appointment as
President and Chief Operating Officer. Mr. Ridley was appointed to his present
position in January 2001, prior to that appointment and for more than five years
he was a partner at the law firm of King & Spalding LLP. Mr. Johnson retired as
a partner of Arthur Andersen LLP in 1993. The principal occupation or employment
of each of the other nominees during the past five years has been as indicated
in the above table.
The Board has determined, pursuant to the listing standards of the New York
Stock Exchange ("NYSE"), that all Directors standing for election are
independent for purposes of serving on the Board of Directors except Grover L.
Davis, the President and Chief Executive Officer. For purposes of the Company's
2
Audit Committee, Mr. Johnson, Mr. Williams, Mr. Lanier and Mr. Prince are
independent under these listing standards and under the Sarbanes-Oxley Act of
2002, and Mr. Johnson is an Audit Committee Financial Expert as defined by Item
401(h) of Regulation S-K under the Securities Exchange Act of 1934.
STANDING COMMITTEES AND ATTENDANCE AT BOARD AND COMMITTEE MEETINGS
The Board of Directors has three standing committees. The Executive
Committee consists of Jesse C. Crawford as Chairman, and Grover L. Davis, Larry
L. Prince, and E. Jenner Wood, III as members. The Audit Committee consists of
Charles Flather as Chairman, and J. Hicks Lanier, Larry L. Prince and John A.
Williams as members. The Nominating/Corporate Governance/Compensation Committee
consists of J. Hicks Lanier as Chairman, and E. Jenner Wood, III, Linda K.
Crawford and Charles Flather as members. Mr. Flather and Ms. Crawford will be
retiring from the Board and their respective Committees effective April 27,
2004. It is anticipated that Mr. Johnson, if elected, will succeed Mr. Flather
as Chairman of the Audit Committee.
The Executive Committee may exercise all the authority of the Board of
Directors between its meetings with respect to all matters not specifically
reserved by law to the Board of Directors. The Executive Committee held four
meetings during 2003.
The Audit Committee appoints or discharges the Company's independent
auditors, reviews with the independent auditors the audit plan and results of
the audit engagement, reviews the scope and results of the Company's internal
auditing procedures and the adequacy of its accounting controls, approves
professional services provided by the independent auditors, reviews the
independence of the independent auditors, and approves the independent auditor's
audit and non-audit fees. The Committee has adopted a written charter, approved
by the Board of Directors, a copy of which is attached as Appendix A to this
Proxy Statement and which is located on the Company's web site at
www.crawfordandcompany.com. The Audit Committee held four meetings during 2003.
The Nominating/Corporate Governance/Compensation Committee actively reviews
and selects director nominees for the Board, advises and makes recommendations
to the Board on all matters concerning corporate governance and directorship
practices and formulates and approves salaries, grants of stock options and
other compensation to the Chairman of the Board and, upon recommendation by the
Chairman of the Board, salaries, grants of stock options and other compensation
for all other Officers of the Company. The Board of Directors has determined
that all members of the Nominating/Corporate Governance/Compensation Committee
are independent pursuant to the NYSE Listing Rules. The Nominating/Corporate
Governance/ Compensation Committee has adopted a written charter, approved by
the Board of Directors, a copy of which is located on the Company's web site at
www.crawfordandcompany.com. This Committee had no meetings in 2003.
The Senior Compensation and Stock Option Committee, which was eliminated on
February 3, 2004 and its functions subsumed by the Nominating/Corporate
Governance/Compensation Committee, formulated and approved salaries, grants of
stock options and other compensation for the Chairman of the Board and upon
recommendation by the Chairman of the Board, salaries, grants of stock options
and other compensation for all other Officers of the Company. The Senior
Compensation and Stock Option Committee held three meetings during 2003.
During 2003, the Board of Directors held five meetings. Each of the
Company's Directors attended at least seventy-five percent (75%) of the
aggregate number of meetings of the Board of Directors and committees thereof of
which such Director was a member, with the exception of John A. Williams.
COMPENSATION
During 2003 each director of the Company received a quarterly fee of
$5,000, and $1,000 for each Board of Directors and Committee meeting attended.
In addition, the Chairman of each Committee received a fee of $5,000 per
quarter. Pursuant to the terms of the 1997 Non-Employee Director Stock Option
Plan, each non-employee director elected at the 2003 Annual Meeting received an
option for 3,000 shares of the Company's Class A Common Stock at a price of
$4.25 per share, the fair market value of the Class A Common Stock on
3
that date. Under the same Plan, Mr. Ridley received an option for 15,000 shares
of the Company's Class A Common Stock at a price of $6.66 per share, the fair
market value of the Class A Common Stock on February 3, 2004, the date he was
elected as a Director. The options are non-transferable; are exercisable at any
time after grant; and lapse on the date the holder is no longer a Director, if
that occurs on or before the fifth anniversary of the grant date, or otherwise
on the tenth anniversary of the grant date.
COMMUNICATIONS WITH THE BOARD, BOARD ATTENDANCE AT ANNUAL MEETINGS, SHAREHOLDER
NOMINEES
Individuals may communicate with the Board by sending a letter to Board of
Directors, Crawford & Company, P. O. Box 1261, Tucker, Georgia 30085-1261. Your
letter will be shared with all members of the Board and may, at the discretion
of the Board, be shared with Company management, unless your letter requests
otherwise. Communications that are specifically intended for non-management
directors should be addressed to "Presiding Director," Board of Directors,
Crawford & Company at this same address. Your letter will be shared with all
non-management Directors but may, at the discretion of the non-management
Directors, be shared with management Directors, or the management of the
Company, unless your letter requests otherwise.
The Company encourages all Directors to attend the Company's Annual Meeting
and facilitates the scheduling of the Annual Meeting to accommodate all
Directors. The Company also holds a full Board meeting the same day as the
Annual Meeting to further encourage all Directors to attend the Annual Meeting.
At the last Annual Meeting all but two Directors attended.
Any Shareholder, who is the continuous record owner of at least one percent
(1%) of the Common Stock of the Company for at least one year prior to the
submission of the candidate and who provides a written statement that they
intend to continue ownership of the shares through the Annual Meeting of
Shareholders, may submit a nomination for Director. The candidate must meet the
qualifications stated in the Company's By-laws and the submission must be made
to the Nominating/Corporate Governance/Compensation Committee at P. O. Box 1261,
Tucker, Georgia 30085, no more than 180 days and no less than 120 days prior to
the anniversary date of the Proxy Statement. The Nominating/Corporate
Governance/Compensation Committee will review all candidates submitted by
Shareholders for consideration as nominees pursuant to its general practices and
the guidelines stated in its charter before submitting any nominee to the full
Board of Directors for consideration.
SHAREHOLDER VOTE
Each share of Class B Common Stock is entitled to cast an affirmative vote
for up to eight (8) Director nominees. Cumulative voting is not permitted. The
eight nominees for Director who receive the highest number of votes cast, in
person or by proxy, at the Annual Meeting will be elected Directors. Negative
votes or abstentions, including broker non-votes, will not be counted.
The Company encourages shareholders who hold shares through a brokerage
account to provide instruction to their brokerage firm by voting their proxy.
Providing voting instructions ensures that shares will be voted at the meeting.
If shares are held through a brokerage account, the brokerage firm under certain
circumstances, may vote the shares without instructions. On certain "routine"
matters, such as the election of directors, brokerage firms have authority under
NYSE rules to vote their customers' shares if the customers do not provide
voting instructions. When a brokerage firm votes its customers' shares on a
routine matter without receiving voting instructions, these shares are counted
both for establishing a quorum to conduct business at the meeting and in
determining the number of shares voted for or against the routine matter.
On "non-routine" matters, if the brokerage firm has not received voting
instructions from the shareholder, the brokerage firm cannot vote the shares on
that proposal, which is considered a "broker non-vote." Broker non-votes will be
counted for purposes of establishing a quorum to conduct business at the meeting
but not for determining the number of shares voted for or against the
non-routine matter.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR ITS NOMINEES FOR
DIRECTORS.
4
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table provides certain summary information for the fiscal
years ended December 31, 2003, 2002, and 2001, concerning compensation paid to
or accrued by the Company for those persons who were, at December 31, 2003, (i)
the Chief Executive Officer and (ii) the other four most highly compensated
Executive Officers of the Company (hereinafter collectively referred to as the
"Named Executive Officers"):
SUMMARY COMPENSATION TABLE
LONG TERM
COMPENSATION
---------------------
ANNUAL COMPENSATION AWARDS
--------------------------------------------- --------------------- ALL OTHER
OTHER ANNUAL SECURITIES UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION($) OPTIONS/SARS (#)(1) ($)(2)
--------------------------- ---- --------- -------- --------------- --------------------- ------------
G. L. Davis................... 2003 $531,503 $ 0 $ 0 30,000 $25,681
Chairman, President and 2002 504,334 0 0 40,000 2,349
Chief Executive Officer 2001 476,952 0 0 202,000 2,210
J. F. Giblin.................. 2003 322,799 0 0 15,000 16,480
Executive Vice President 2002 307,583 0 0 22,500 1,925
Chief Financial Officer 2001 307,871 0 0 70,000 2,030
J. T. Bowman.................. 2003 288,438 0 0 15,000 20,390
President, Crawford & 2002 272,088 0 0 72,500 20,300
Company International, Inc. 2001 262,527 0 0 13,000 19,720
Victoria Holland.............. 2003 230,480 0 0 10,000 12,601
Executive Vice President 2002 225,320 0 0 15,000 2,745
Health Care Management 2001 221,983 0 0 12,000 2,945
H. L. Rogers, Jr. ............ 2003 221,048 0 0 10,000 11,517
Executive Vice President 2002 215,366 0 0 15,000 780
Business Solutions Group 2001 211,221 0 0 12,000 680
---------------
(1) Represents shares of the Company's Class A Common Stock.
(2) Represents the following amounts for 2003: (i) Mr. Davis: $10,165 Company
contribution to the Company's Savings and Investment Plan, $516 premium
payment on term life insurance, and $15,000 Company contribution to the
Deferred Compensation Plan under the Company's Supplemental Executive
Retirement Plan ("SERP"); (ii) Mr. Giblin: $10,165 Company contribution to
the Company's Savings and Investment Plan, $300 premium payment on term life
insurance, and $6,015 Company contribution to the Deferred Compensation Plan
under the SERP; (iii) Mr. Bowman: $20,000 Company contribution to a non-U.S.
retirement plan and $390 premium payment on term life insurance; (iv) Ms.
Holland: $10,165 Company contribution to the Company's Savings and
Investment Plan, $912 premium payment on term life insurance, and $1,524
Company contribution to the Deferred Compensation Plan under the SERP; and
(v) Mr. Rogers: $10,165 Company contribution to the Company's Savings and
Investment Plan, $300 premium payment on term life insurance and $1,052
Company contribution to the Deferred Compensation Plan under the SERP.
5
STOCK OPTION EXERCISES AND YEAR-END VALUES
The following table provides information concerning the exercise of stock
options during the last fiscal year and unexercised options held as of the end
of the fiscal year with respect to the Named Executive Officers:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT FY-END (#) AT FY-END ($)
-------------------------- ----------------------
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) REALIZED($) UNEXERCISABLE(1) UNEXERCISABLE(1)
---- ------------------- ------------ -------------------------- ----------------------
G.L. Davis........... None $0 37,900/474,200 $0/0
J.F. Giblin.......... None 0 148,000/201,000 0/0
J.T. Bowman.......... None 0 37,123/143,400 0/0
Victoria Holland..... None 0 34,050/134,200 0/0
H.L. Rogers, Jr. .... None 0 27,300/134,200 0/0
---------------
(1) Represents the aggregate number of shares of Class A Common Stock covered by
unexercised options at fiscal year end, and the aggregate difference between
the exercise price and market value thereof at December 31, 2003 based on
the closing price for the Class A shares on the New York Stock Exchange on
that date, for those options that have an exercise price below the December
31, 2003 market value.
STOCK OPTION GRANTS
The following table provides information concerning the grant of stock
options under the Company's 1997 Key Employee Stock Option Plan during the
fiscal year ended December 31, 2003:
OPTION GRANTS IN LAST FISCAL YEAR
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
------------------------------------------------------- ANNUAL RATES OF
NUMBER OF % OF TOTAL STOCK PRICE
SECURITIES OPTIONS APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OPTION TERM(2)
OPTIONS EMPLOYEES PRICE EXPIRATION --------------------
NAME GRANTED (#)(1) IN FISCAL YEAR ($/SH) DATE 5%($) 10%($)
---- -------------- -------------- -------- ---------- -------- ---------
G.L. Davis............................ 30,000 6.89% $4.70 1/28/13 $88,674 $224,718
J.F. Giblin........................... 15,000 3.45 4.70 1/28/13 44,337 112,359
J.T. Bowman........................... 15,000 3.45 4.70 1/28/13 44,337 112,359
Victoria Holland...................... 10,000 2.30 4.70 1/28/13 29,558 74,906
H.L. Rogers, Jr. ..................... 10,000 2.30 4.70 1/28/13 29,558 74,906
---------------
(1) Options granted are with respect to the Company's Class A Common Stock and
become exercisable twenty percent (20%) each year commencing on the first
anniversary of the option grant date.
(2) The "Annual Rates of Stock Price Appreciation" set forth in the table are
mandated by the rules of the Securities and Exchange Commission. The Company
gives no assurance that these or any other rates of appreciation can or will
be achieved over the option terms. However, any rates of appreciation that
are achieved will benefit all holders of the Company's Common Stock.
6
PENSION PLANS
The following table indicates estimated annual retirement benefits on a
straight line annuity basis payable following retirement at age 65 to
participants at the specified compensation and period of service classifications
under the Company's U.S. defined benefit pension plan, which was frozen for
future benefit accruals at December 31, 2002.
PENSION PLAN TABLE
YEARS OF SERVICE AT TIME OF RETIREMENT
--------------------------------------------------------------------------
ANNUAL REMUNERATION 15 20 25 30 35 40 45
------------------- -------- -------- -------- -------- -------- -------- --------
$125,000........................... $ 37,500 $ 50,000 $ 62,500 $ 75,000 $ 87,500 $100,000 $112,500
150,000........................... 45,000 60,000 75,000 90,000 105,000 120,000 135,000
175,000........................... 52,500 70,000 87,500 105,000 122,500 140,000 157,500
200,000........................... 60,000 80,000 100,000 120,000 140,000 160,000 180,000
225,000........................... 67,500 90,000 112,500 135,000 157,500 180,000 202,500
250,000........................... 75,000 100,000 125,000 150,000 175,000 200,000 225,000
300,000........................... 90,000 120,000 150,000 180,000 210,000 240,000 270,000
400,000........................... 120,000 160,000 200,000 240,000 280,000 320,000 360,000
500,000........................... 150,000 200,000 250,000 300,000 350,000 400,000 450,000
600,000........................... 180,000 240,000 300,000 360,000 420,000 480,000 540,000
700,000........................... 210,000 280,000 350,000 420,000 490,000 560,000 630,000
800,000........................... 240,000 320,000 400,000 480,000 560,000 640,000 720,000
The Company maintains a non-contributory Retirement Plan for the benefit of
substantially all of the U.S. employees of the Company. The Retirement Plan
provides for annual retirement benefits at Normal Retirement Age (65) equal to
2% of the participant's total compensation (as defined in the Retirement Plan)
for all credited years of service under the Plan. The benefits are not affected
by Social Security benefits payable to the participant; however, they are
actuarially reduced for retirements before the Normal Retirement Age or if the
retiree selects benefits other than an individual life-time annuity. Credited
years of service under the Retirement Plan for Messrs. Davis, Giblin, Rogers and
Ms. Holland are 27, 14, 15, and 24 respectively. Mr. Bowman does not participate
in the Retirement Plan in the United States. Effective December 31, 2002,
accruals under the Retirement Plan were frozen. In place of the accruals under
the now frozen Retirement Plan, the Company may make a discretionary
contribution to the Defined Contribution Plan for eligible employees based on
years of service and compensation.
Additionally, the Company maintains an unfunded Supplemental Executive
Retirement Plan ("SERP") for certain Executive Officers to provide benefits that
would otherwise be payable under the Retirement Plan and/or Defined Contribution
Plan but for limitations placed on covered compensation and benefits under the
Internal Revenue Code. Effective December 31, 2002, accruals under the SERP were
also frozen as to the Retirement Plan. The SERP was amended to allow the
Company, when it elects to make the discretionary contribution to the Defined
Contribution Plan for eligible employees, to also make an additional SERP
Service Contribution to the Deferred Compensation Plan for participants of the
SERP. The amounts contributed in 2003 for the Named Executive Officers are
reflected in the All Other Compensation column of the Summary Compensation Table
and footnote 2 thereto.
REPORT OF THE SENIOR COMPENSATION AND STOCK OPTION
COMMITTEE OF THE BOARD OF DIRECTORS
ON EXECUTIVE COMPENSATION
The Company's executive compensation program is now administered by the
Nominating/Corporate Governance/Compensation Committee of the Board of Directors
as of February 3, 2004. Prior to that, and for all of 2003, the Senior
Compensation and Stock Option Committee, (the "Committee") of the Board of
Directors administered the Company's executive compensation program and this
Committee was composed of the Directors whose names are listed below this
report. The fundamental philosophy of the Committee is to ensure that the
compensation programs of the Company will attract and retain key executives
critical to its
7
long-term success through the establishment of a performance-oriented
environment that rewards the achievement of strategic management goals, with the
attendant enhancement of shareholder value.
There are three elements in the Company's executive compensation program,
all related to individual and Company performance:
- Base Salary Compensation
- Annual Incentive Compensation
- Long-term Incentive Compensation
BASE SALARY COMPENSATION
The Company has established a comprehensive Wage and Salary Administration
Policy applicable to the Company and its U.S. subsidiaries. This Policy includes
a program for grading each position, including those of the U.S. Executive
Officers of the Company, to ensure internal equity. Additionally, the Policy
sets forth grade levels and salary ranges for those grade levels, and provides
for annual merit increases tied to individual job performance as measured
through annual performance reviews. Based on published national surveys, the
Company annually establishes merit increase budgets as a percent of current
salaries and any increases in salary ranges for the next fiscal year. Generally,
the Company is at the midpoint of projected merit salary increases and salary
range adjustments as reflected in the national surveys, with some adjustment up
or down depending on prior year pre-tax earnings and revenues of the Company.
Consistent with the overall merit increase percentage, the Company establishes
guidelines for individual salary adjustments based on the individual's
performance rating.
The Committee initially establishes and reevaluates the salary of the Chief
Executive Officer on an annual basis. In re-evaluating the base salary for the
Chief Executive Officer, the Committee looks primarily at the pre-tax earnings
of the Company in the preceding fiscal year as compared to the prior fiscal
year. The Committee also takes into account external circumstances which may
have impacted that performance which were not within the control of the Company
or its Executive Officers, the increases in the base salaries of other employees
of the Company, and the Committee's assessment of the personal performance of
the Chief Executive Officer during the preceding year. For the 2003 fiscal year,
the Committee established the Chief Executive Officer's base salary at $500,000
per annum.
ANNUAL INCENTIVE COMPENSATION
Under the Company's 1996 Incentive Compensation Plan, which covers all U.S.
key employees of the Company (other than the Chief Executive Officer), at the
beginning of each fiscal year the Committee establishes pre-tax earnings and
revenue thresholds, as well as targeted pre-tax earnings. A bonus pool is
created for sales and marketing key employees based principally on increases in
revenues above the threshold amount, while the bonus pool for other participants
is based primarily on growth in pre-tax earnings from the threshold amount up to
the targeted pre-tax earnings. The bonus pool is allocated by the Chief
Executive Officer to the business units and staff departments based on his
assessment of performance of the business unit and staff participants, and to
each individual participant by the business unit or staff manager based on the
individual's personal performance and salary grade. The Chief Executive Officer
establishes the bonuses for his direct reports.
The Committee sets the bonus for the Chief Executive Officer, based
primarily on pre-tax earnings and the bonuses paid under the 1996 Incentive
Compensation Plan, as a percentage of salary, to the other Executive Officers of
the Company. Historically, the Chief Executive Officer's bonus, as a percentage
of his base salary, has been higher than the average paid to the other Executive
Officers, expressed as a percentage of their base salaries. The Chief Executive
Officer elected not to distribute bonuses to any of the Company's Executive
Officers for 2003 and the Committee did not award the Chief Executive Officer a
bonus for 2003.
8
LONG-TERM INCENTIVE COMPENSATION
Under the Company's 1997 Key Employee Stock Option Plan, officers and other
key employees of the Company are granted options by the Committee to purchase
shares of the Company's Class A Common Stock. The exercise price for all options
granted is set at the market price of the Company's Class A Common Stock on the
date of the option grant and, to the extent permissible under the relevant
provisions of the Internal Revenue Code, the options granted under the Plan are
generally statutory "Incentive Stock Options." The Committee typically reviews
and acts upon the recommendations of the Chief Executive Officer for the grant
of options, on a discretionary basis, annually to the Company's other officers
and key employees. The number of shares of the Company's Class A Common Stock
covered by such options is generally based upon the grade level of the officer
or other key employee's position, with adjustments for extraordinary
performance, but without regard to the individual's stock ownership or the
number of options previously granted. In 2003, as part of the annual grant, the
Committee granted options to the Chief Executive Officer of 30,000 shares of the
Company's Class A Common Stock.
J. HICKS LANIER
LINDA K. CRAWFORD
E. JENNER WOOD, III
CHARLES FLATHER
9
STOCK OWNERSHIP INFORMATION
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information, as of March 3, 2004, as to
shares of Class A and Class B Common Stock beneficially owned by each current
Director or nominee for election as a Director, each of the Named Executive
Officers, and all current Directors and Executive Officers as a group. As of
March 3, 2004, 24,026,903 shares of Class A Common Stock and 24,697,172 shares
of Class B Common Stock were outstanding.
PERCENT OF
AMOUNT AND NATURE OF TOTAL SHARES
BENEFICIAL OWNERSHIP(1) OUTSTANDING(2)
----------------------- -----------------
NAME CLASS A CLASS B CLASS A CLASS B
---- ---------- ---------- ------- -------
Linda K. Crawford(3)(4)............................. 1,277,144 3,333,357 5.3% 13.5%
J. Hicks Lanier(3)(7)............................... 36,037 3,037 -- --
Charles Flather(3)(5)............................... 38,062 5062 -- --
Jesse C. Crawford(3)(6)............................. 12,080,158 12,783,181 50.3 51.8
Larry L. Prince(3)(7)............................... 34,125 1,125 -- --
John A. Williams(3)................................. 33,000 1,500 -- --
E. Jenner Wood, III(3)(7)........................... 33,750 -- -- --
Clarence H. Ridley(8)............................... 15,000 7,000 -- --
Robert T. Johnson................................... -- -- -- --
Grover L. Davis(9).................................. 77,956 104 -- --
John F. Giblin(10).................................. 174,769 3,000 -- --
Jeffrey T. Bowman(11)............................... 56,767 -- -- --
Victoria Holland(12)................................ 44,650 -- -- --
Howard L. Rogers, Jr.(13)........................... 42,218 36 -- --
All Directors and Executive Officers as a Group (19
persons)(14)...................................... 14,068,830 16,137,402 58.6 65.3
---------- ---------- ---- ----
---------------
(1) Except as otherwise indicated in the following footnotes, the persons
possessed sole voting and investment power with respect to all shares set
forth opposite their names.
(2) Except where a percentage is specified, the person's ownership represents
less than 1% of the outstanding shares.
(3) Includes 33,000 shares of Class A Common Stock subject to options
exercisable within sixty (60) days of March 3, 2004.
(4) See Notes (2), (3), and (4) to the table set forth under "Security
Ownership of Certain Beneficial Owners" below with respect to Class B
Common Stock. The shares of Class A Common Stock shown as beneficially
owned by Linda K. Crawford include 191,021 shares which are held in two
trusts for the benefit of a daughter of Linda K. Crawford. Under the terms
of one of these trusts, holding an aggregate of 65,580 shares of Class A
Common Stock, Linda K. Crawford and another individual share investment
power. Under the terms of the other trust, holding an aggregate of 125,441
shares of Class A Common Stock, Linda K. Crawford has sole voting authority
but has no investment authority. Linda K. Crawford disclaims any beneficial
interest in any of the shares of Class A Common Stock held in these trusts.
Included in the shares shown as beneficially owned by Linda K. Crawford are
975,921 shares of Class A Common Stock held in trust for her benefit. Under
the terms of this trust, Linda K. Crawford has sole voting and investment
power with respect to the shares held in the trust. In addition to the
above, Linda K. Crawford has sole voting and investment power with respect
to 77,202 shares of Class A Common Stock shown as beneficially owned by
her. Ms. Crawford will retire as a Director at the Annual Meeting.
(5) Mr. Flather will retire as a Director at the Annual Meeting.
(6) See Note (7) to the table set forth under "Security Ownership of Certain
Beneficial Owners" below with respect to the Class B Common Stock. The
shares of Class A Common Stock shown as beneficially
(footnotes continued on page 11)
10
owned by Jesse C. Crawford include 53,641 shares held in trust for his son
over which he has voting and shares investment power, and 8,572,012 shares
held by Crawford Partners LP over which he has voting and investment power.
(7) Messrs. Lanier and Prince are directors of SunTrust Banks, Inc. Mr. Wood is
Chairman, President and Chief Executive Officer of SunTrust Banks, Central
Group. Messrs. Lanier, Prince and Wood disclaim any beneficial ownership in
shares held by SunTrust Banks, Inc. or any of its banking subsidiaries,
which shares are not reflected in the table. See "Information With Respect
to Certain Business Relationships" and "Security Ownership of Certain
Beneficial Owners."
(8) Includes 15,000 shares of Class A Common Stock subject to options
exercisable within sixty (60) days of March 3, 2004.
(9) Includes 58,300 shares of Class A Common Stock subject to options
exercisable within sixty (60) days of March 3, 2004.
(10) Includes 163,500 shares of Class A Common Stock subject to options
exercisable within sixty (60) days of March 3, 2004.
(11) Includes 48,823 shares of Class A Common Stock subject to options
exercisable within sixty (60) days of March 3, 2004.
(12) Includes 44,450 shares of Class A Common Stock subject to options
exercisable within sixty (60) days of March 3, 2004.
(13) Includes 37,700 shares of Class A Common Stock subject to options
exercisable within sixty (60) days of March 3, 2004.
(14) Includes 119,271 shares of Class A Common Stock and 8,553,340 shares of
Class B Common Stock as to which voting or investment power is shared;
721,573 shares of Class A Common Stock subject to options exercisable
within sixty (60) days of March 3, 2004; and 192,641 shares of Class A
Common Stock and 1,873,380 shares of Class B Common Stock as to which
beneficial ownership is disclaimed.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information concerning each person
known to the Company to be the "beneficial owner", as such term is defined by
the rules of the Securities and Exchange Commission ("SEC"), of more than 5% of
the outstanding shares of Class B Common Stock of the Company as of March 3,
2004:
PERCENT OF
AMOUNT AND NATURE OF CLASS B SHARES
NAME AND ADDRESS BENEFICIAL OWNERSHIP OUTSTANDING
---------------- -------------------- --------------
SunTrust Bank.................................. 12,935,211(1) 52.4%
One Park Place, N.E.
Atlanta, Georgia 30303
Estate of Virginia C. Crawford................. 8,052,295(7) 32.6%
c/o SunTrust Bank
55 Park Place
Atlanta, Georgia 30303
Linda K. Crawford.............................. 3,333,357(2)(3)(4) 13.5%
57 N. Green Bay Road
Lake Forest, Illinois 60045
Wachovia Bank N A.............................. 3,256,155(2)(3)(4)(5) 13.2%
191 Peachtree St., N.E.
Atlanta, Georgia 30303
Frank L. Wilson, III........................... 3,189,260(6) 12.9%
2849 Paces Ferry Rd.
Atlanta, Georgia 30339
11
PERCENT OF
AMOUNT AND NATURE OF CLASS B SHARES
NAME AND ADDRESS BENEFICIAL OWNERSHIP OUTSTANDING
---------------- -------------------- --------------
Crawford Partners, L.P. ....................... 2,414,636(1)(7) 9.8%
55 Park Place
Atlanta, Georgia 30303
Jesse C. Crawford.............................. 12,783,181(7) 51.8%
Crawford Communications, Inc.
3845 Pleasantdale Rd.
Atlanta, Georgia 30340
---------------
(1) The shares are held by one or more bank subsidiaries of SunTrust Bank in
various fiduciary and agency capacities. SunTrust Bank has sole voting power
with respect to 4,448,766 of such shares. SunTrust Bank has sole investment
power with respect to 4,448,766 of such shares and shares investment power
with respect to 8,486,445 of such shares. SunTrust Bank disclaims any
beneficial interest in any such shares. Included are all of the shares shown
as beneficially owned by Crawford Partners, L.P.
(2) The shares shown as beneficially owned by Linda K. Crawford and Wachovia
Bank NA include 66,895 shares which are held in a trust established for the
benefit of one of the children of Robert C. Crawford. Under the terms of
this trust, Wachovia Bank NA and another individual share voting power with
respect to the shares held by such trust, and Linda K. Crawford and another
individual share investment power with respect thereto. Linda K. Crawford
disclaims any beneficial interest in any of these shares held in trust.
(3) Included in the shares shown as beneficially owned by Linda K. Crawford and
Wachovia Bank NA are 1,382,775 shares which are held in trust for the
benefit of Linda K. Crawford. Under the terms of this trust, Linda K.
Crawford has sole voting and investment power with respect to the shares
held in the trust. Wachovia Corporation and Wachovia Bank NA disclaim any
beneficial interest in any of these shares. Linda K. Crawford has sole
voting and investment power with respect to 77,202 shares shown as
beneficially owned by her.
(4) The shares shown as beneficially owned by Linda K. Crawford and Wachovia
Bank NA include 1,806,485 shares which are held in three trusts for the
benefit of two children of Linda K. Crawford, all of which shares are held
in trusts under the terms of which Wachovia Bank NA and Frank L. Wilson, III
are co-trustees, Linda K. Crawford has sole voting power and Wachovia Bank
NA and Frank L. Wilson, III share investment power. Linda K. Crawford
disclaims any beneficial interest in any of these shares held in trust.
(5) All of the shares are held in trusts for the benefit of Linda K. Crawford
and her daughters. Wachovia Bank NA has shared voting power with respect to
66,895 of such shares. Wachovia Bank NA disclaims any beneficial interest in
any of these shares.
(6) The shares shown as beneficially owned by Frank L. Wilson, III are all
shares held in trusts for the benefit of Linda K. Crawford or the daughters
of Linda K. Crawford, with respect to which Frank L. Wilson, III is a
trustee. Frank L. Wilson, III disclaims any beneficial interest in any of
the shares held in these trusts.
(7) The shares shown as beneficially owned by Jesse C. Crawford include 49,238
shares held in trust for his son over which he has voting and shares
investment power; 2,414,636 shares held by Crawford Partners LP over which
he has voting and investment power; 8,052,295 shares held in the Estate of
Virginia C. Crawford over which he has voting power and shares investment
power; and 384,912 shares in a trust over which he shares voting and
investment power.
INFORMATION WITH RESPECT TO CERTAIN BUSINESS RELATIONSHIPS
SunTrust Bank holds 12,935,211 shares of Class B Common Stock of the
Company as of March 3, 2004. See "Stock Ownership Information -- Security
Ownership of Certain Beneficial Owners." SunTrust Bank exercises voting
authority with respect to shares of Class B Common Stock held in fiduciary
capacities. As of the end of the last fiscal year, the Company was indebted to
SunTrust in the amount of $40,854,405 based
12
upon a loan commitment from SunTrust. In addition the Company also maintains a
normal commercial banking relationship with SunTrust Bank, which serves as
trustee for the Crawford & Company Retirement Plan and the Crawford & Company
Employee Disability Income Plan. SunTrust also processes checks relating to loss
fund accounts, which are used for payment of the Company's clients' claims. E.
Jenner Wood, III, a Director of the Company, is Chairman of the Board, President
and Chief Executive Officer of SunTrust Banks, Central Group.
EQUITY COMPENSATION PLANS
The following table sets forth certain information concerning securities
authorized for issuance under equity compensation plans as of December 31, 2003.
Only the Company's Class A Common Stock is authorized for issuance under these
plans.
NUMBER OF SECURITIES
REMAINING AVAILABLE FOR
NUMBER OF SECURITIES TO WEIGHTED-AVERAGE FUTURE ISSUANCE UNDER EQUITY
BE ISSUED UPON EXERCISE EXERCISE PRICE OF COMPENSATION PLANS
OF OUTSTANDING OPTIONS, OUTSTANDING OPTIONS, (EXCLUDING SECURITIES REFLECTED
PLAN CATEGORY WARRANTS AND RIGHTS WARRANTS AND RIGHTS IN COLUMN (A))
------------- ----------------------- -------------------- --------------------------------
(A) (B) (C)
Equity compensation
plans approved by
security holders....... 5,320,454 11.35 1,744,745
Equity compensation
plans not approved by
security holders....... N/A N/A N/A
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and officers, and greater than ten percent (10%) beneficial owners of
the Company's equity securities, to file with the Securities and Exchange
Commission and the New York Stock Exchange reports of ownership and changes in
ownership of common stock and other equity securities of the Company. Officers,
directors and greater than ten percent shareholders are required by the SEC
regulations to furnish the Company with copies of all Section 16(a) forms they
file.
Based solely on a review of the copies of such reports furnished to the
Company or written representations that no other reports are required, the
Company believes that, during the year ending December 31, 2003, all of its
officers, directors and greater than ten percent beneficial owners complied with
applicable filing requirements.
13
FIVE YEAR COMPARATIVE STOCK PERFORMANCE GRAPH
The following line graph compares the cumulative return on the Company's
Class B Common Stock against the cumulative total return on (i) the Standard &
Poors Composite 500 Stock Index and (ii) the Standard & Poors
Insurance -- Property and Casualty Index for the five year period commencing
January 1, 1999 and ended December 31, 2003:
(PERFORMANCE GRAPH)
-------------------------------------------------------------------------------------
1998 1999 2000 2001 2002 2003
-------------------------------------------------------------------------------------
Crawford & Company
(Class B) 100.00 92.22 82.82 88.48 39.33 58.00
S&P 500 Index 100.00 121.04 110.02 96.95 75.52 97.18
S&P Property-Casualty
Insurance Index 100.00 74.51 116.11 106.80 95.03 120.13
This total shareholders' return model assumes reinvested dividends and is
based on a $100 investment on December 31, 1998.
Prepared by Standard & Poor's Compustat Services, a division of
McGraw-Hill, Inc.
PROPOSAL 2 -- RATIFICATION OF INDEPENDENT AUDITORS
Ernst & Young LLP has been selected by the Audit Committee of the Board of
Directors to serve as independent auditors for the Company for the fiscal year
2004. Although the selection and appointment of independent auditors is not
required to be submitted to a vote of shareholders, the Board of Directors has
decided, as in the past, to ask the Company's shareholders to ratify this
appointment. Despite the selection of Ernst & Young LLP as the Company's
independent auditors and the ratification by the shareholders of that selection,
the Audit Committee has the power at any time to select another auditor for
2004, without further shareholder action. A representative of Ernst & Young LLP
will be present at the meeting and will be given an opportunity to make a
statement, if he or she desires, and to respond to questions. In addition, a
report of the Audit Committee in connection with the independence of the
auditors, as well as other matters, follows the Board's recommendation on this
matter below.
FEES PAID TO ERNST & YOUNG LLP
In addition to performing the audit of the Company's consolidated financial
statements, Ernst & Young LLP provides some other permitted services to the
Company and its foreign and domestic subsidiaries.
14
Ernst & Young LLP has advised the Company that it has billed or will bill the
Company the below indicated amounts for the following categories of services for
the year ended December 31, 2003:
2003 2002
-------- --------
Audit fees.................................................. $709,500 $597,400
Audit related fees(1)....................................... 54,500 41,000
Tax fees(2)................................................. 189,900 173,600
All Other Fees.............................................. -- --
-------- --------
Total..................................................... $953,900 $812,000
---------------
(1) Audit related fees include: employee benefit plan audits, accounting
consultations, and internal control consultations related to Sarbanes-Oxley
Section 404 compliance.
(2) Tax fees consist principally of professional services rendered by Ernst &
Young for tax compliance and tax planning and advice.
Ernst & Young LLP advises it did not provide any services related to
financial information systems design and implementation during 2003.
The Audit Committee reviews and pre-approves in addition to all audit
services, all non-audit services provided by the independent auditor. On an
ongoing basis, management communicates specific projects and categories of
services to the Audit Committee on which advance approval is requested. The
Audit Committee reviews these requests and votes by resolution its approval or
rejection of such non-audit services after due deliberation.
SHAREHOLDER VOTE
The proposal to ratify the appointment of Ernst & Young LLP to serve as
independent auditors for the year 2004 will be adopted if the number of votes
cast in favor of ratification exceeds the number of votes cast against
ratification. Votes cast against and abstentions on this matter will be counted
as votes against the matter. Because this is a routine matter, broker non-votes
will not change the number of votes cast for or against the matter. If the
shareholders do not ratify the selection of Ernst & Young LLP, the selection of
the independent auditors for 2004 will be determined by the Audit Committee of
the Board of Directors.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL OF
ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR 2004.
PROPOSAL 3 -- SHAREHOLDER PROPOSAL
William Steiner, 112 Abbottsford Gate, Piermont, N.Y., 10968, a shareholder
of Crawford & Company owning 4,000 shares of Class B Common Stock, proposes the
adoption of the following resolution, which is quoted verbatim below.
"MAXIMIZE VALUE RESOLUTION
Resolved that the shareholders of Crawford & Co. urge the Crawford & Co.
Board of Directors to arrange for the prompt sale of Crawford & Co. to the
highest bidder.
The purpose of the Maximize Value Resolution is to give all Crawford & Co.
shareholders the opportunity to send a message to the Crawford & Co. Board that
they support the prompt sale of Crawford & Co. to the highest bidder. I believe
that a strong and or majority vote by the shareholders would indicate to the
board the displeasure felt by the shareholders of the shareholder returns over
many years and the drastic action that should be taken. Even if it is approved
by the majority of the Crawford & Co. shares represented and entitled to vote at
the annual meeting, the Maximize Value Resolution will not be binding on the
Crawford &
15
Co. Board. The proponent however believes that if this resolution receives
substantial support from the shareholders, the board may choose to carry out the
request set forth in the resolution:
The prompt auction of Crawford & Co. should be accomplished by any
appropriate process the board chooses to adopt including a sale to the highest
bidder whether in cash, stock or a combination of both.
The proponent further believes that if the resolution is adopted, the
management and the board will interpret such adoption as a message from the
company's stockholders that it is no longer acceptable for the board to continue
with its current management plan and strategies.
I URGE YOUR SUPPORT, VOTE FOR THIS RESOLUTION"
SHAREHOLDER VOTE
Approval of the "Maximize Value Resolution" requires the affirmative vote
of a majority of shares of the Company's stock present in person or represented
by proxy and entitled to vote at the annual meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE AGAINST THE "MAXIMIZE
VALUE RESOLUTION."
AUDIT COMMITTEE REPORT
In fulfilling its responsibilities to review the Company's financial
reporting process, the Audit Committee (the "Committee") has reviewed and
discussed with the Company's management and the independent auditors the audited
financial statements to be contained in the Annual Report on Form 10-K, for the
fiscal year ended December 31, 2003. Management is responsible for the financial
statements and the reporting process, including the system of internal controls.
Independent auditors are responsible for expressing an opinion on the conformity
to those audited financial statements with accounting principles generally
accepted in the United States.
The Committee discussed with the independent auditors the matters required
to be discussed by Statement on Audit Standards No. 61, Communications with
Audit Committee, as amended. In addition, the Committee has discussed with the
independent auditors the auditors' independence from the Company and its
management, including the matters in the written disclosure required by
Independence Standards Board Standard No. 1, Independence Discussions with Audit
Committees. In determining the independence of the auditors, the Committee has
considered, among other matters, whether the provision of services, other than
those related to the audit of the Company's annual financial statements, is
compatible with maintaining the auditors' independence.
The Committee discussed with the Company's internal and independent
auditors the overall scope and plans for their respective audits. The Committee
meets with the internal and independent auditors, with and without management
present, to discuss the results of their examination, their evaluations of the
Company's internal control, and the overall quality of the Company's financial
reporting. The Committee held four meeting during fiscal year 2003.
In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors, and the Board has approved,
that the audited financial statements be included in the Company's Annual Report
on Form 10-K for the year ended December 31, 2003 for filing with the Securities
and Exchange Commission. The Audit Committee has selected Ernst & Young LLP as
the Company's independent auditors for 2004, with this selection to be ratified
by the shareholders.
CHARLES FLATHER
J. HICKS LANIER
LARRY L. PRINCE
JOHN A. WILLIAMS
16
FORM 10-K
The Crawford & Company Annual Report on Form 10-K for 2003, filed with the
Securities and Exchange Commission, is available free of charge upon written
request to the Secretary, Crawford & Company, P.O. Box 5047, Atlanta, Georgia
30302 and on the Company's web site www.crawfordandcompany.com.
SHAREHOLDER PROPOSALS
Any shareholder proposal to be presented at the 2005 Annual Meeting of the
Shareholders must be received by the Company no later than November 24, 2004 for
inclusion in the proxy statement for that meeting in accordance with Rule 14a-8
under the Securities Exchange Act of 1934. Pursuant to Rule 14a-4 under the
Securities Exchange Act of 1934 and the By-laws of the Company, the Board of
Directors may exercise discretionary voting authority at the 2005 Annual Meeting
under proxies it solicits to vote on a proposal made by a shareholder that the
shareholder does not seek to include in the Company's proxy statement pursuant
to Rule 14a-8, unless the Company is notified about the proposal prior to
November 24, 2004 and the shareholder satisfies the other requirements of Rule
14a-4(c).
OTHER MATTERS
The minutes of the Annual Meeting of Shareholders held on April 29, 2003
will be presented at the Annual Meeting, but it is not intended that action
taken under the Proxy will constitute approval of the matters referred to in
such minutes. The Board of Directors knows of no other matters to be brought
before the Annual Meeting. If any other matters come before this meeting,
however, the persons named in the Proxy will vote such Proxy in accordance with
their judgment on such matters.
EXPENSES OF SOLICITATION
The cost of solicitation of proxies will be borne by the Company. In an
effort to have as large a representation at the Annual Meeting as possible,
special solicitation of proxies may, in certain instances, be made personally,
or by telephone, electronic mail or by mail by one or more employees of the
Company. The Company may also reimburse brokers, banks, nominees or other
fiduciaries for the reasonable clerical expenses of forwarding the proxy
material to their principals, the beneficial owners of the Company's Class A or
Class B Common Stock.
March 24, 2004
17
APPENDIX A
CRAWFORD & COMPANY
AUDIT COMMITTEE CHARTER
PURPOSE
The Audit Committee (the "Committee") is appointed by the Board of
Directors (the "Board") of Crawford & Company (the "Company") to assist the
Board in monitoring (1) the integrity of the financial statements of the
Company, (2) the compliance by the Company with legal and regulatory
requirements, (3) the independent auditor's qualifications and independence and
(4) the performance of the Company's internal audit function and independent
auditors.
MEMBERS
The members of the Audit Committee shall be directors who meet the
independence and experience requirements of the Sarbanes-Oxley Act of 2002, the
rules promulgated by the Securities and Exchange Commission and the listing
standards of the New York Stock Exchange. No member of the Committee may serve
on the audit committee of more than three public companies. All Committee
members will be financially literate, and at least one member of the Committee
will have accounting or related financial management expertise, as each such
qualification is interpreted by the Board in its business judgment.
STRUCTURE AND MEETINGS
The Committee shall meet at least quarterly. Unless a Chair is elected by
the full Board, the members of the Committee may designate a Chair by majority
vote of the Committee. Committee members may be removed from the Committee by
the Board in its discretion. The Committee may request any officer or employee
of the Company or the Company's independent auditor to attend a meeting of the
Committee or to meet with any members of, or consultants to, the Committee. The
Committee shall have authority to retain such outside counsel, experts and other
advisors as the committee may deem appropriate in its sole discretion. The
committee shall have sole authority to approve related fees and retention terms.
RESPONSIBILITIES
The Committee shall:
1. Be directly responsible for the appointment, compensation and
oversight of the work of the independent auditor, which shall report
directly to the Committee, including resolution of disagreements, if any,
between management and the independent auditor regarding financial
reporting.
2. Receive periodic reports from the independent auditor regarding the
auditor's independence, discuss such reports with the auditor, and if so
determined by the Committee, take appropriate action to ensure the
independence of the auditor.
3. Obtain and review annually a report by the independent auditor
describing (1) the independent auditor's quality-control procedures; (2)
material issues raised by the most recent internal quality-control review,
or peer review, of the firm, or by any inquiry or investigation by
governmental or professional authorities, within the preceding five years,
respecting one or more independent audits carried out by the firm, and any
steps taken to deal with any such issues; and (3) to further assess the
auditor's independence, all relationships between the independent auditor
and the Company.
4. In light of the reports referred to above and the independent
auditor's work throughout the year, evaluate the qualifications,
performance and independence of the independent auditor, including a review
and evaluation of the lead partner of the independent auditor, taking into
account the opinions of Company management and the Company's internal audit
personnel, and, if so determined by the Committee, replace the independent
auditor.
A-1
5. Annually examine whether regular rotation of the audit partners of
the Company's independent auditor has occurred as required by law.
6. Discuss with the independent auditor the matters required to be
discussed by Statement on Auditing Standards No. 61 relating to the conduct
of the audit.
7. Establish policies and procedures for the engagement of the
independent auditor to provide permissible non-audit services, which shall
include pre-approval of permissible non-audit services to be provided by
the independent auditors. The Committee shall approve in advance all
permissible non-audit services to be provided by the independent auditors.
8. Meet with the independent auditor prior to the audit to review the
planning and staffing of the audit.
9. Obtain from the independent auditor assurance that Section 10A of
the Securities Exchange Act of 1934, as amended, has not been implicated.
10. Annually review with the independent auditor any problems or
difficulties the auditor may have encountered and any management letter
provided by the auditor and the Company's response to that letter. Such
review should include:
(a) any restrictions on the scope of the independent auditor's
activities or on access to requested information,
(b) any significant disagreements with management,
(c) any accounting adjustments that were noted or proposed by the
auditor but were "passed" (as immaterial or otherwise),
(d) any communications between the audit team and the audit firm's
national office respecting auditing or accounting issues presented by
the engagement,
(e) any changes required in the planned scope of the internal
audit, and
(f) the internal audit department responsibilities, budget and
staffing.
11. Review and discuss the Company's (A) annual audited financial
statements, (B) quarterly unaudited financial statements, (C) Annual
Reports on Form 10-K and (D) Quarterly Reports on Form 10-Q with management
and the independent auditor, such discussions to include:
(a) major issues regarding accounting and auditing principles and
practices,
(b) the adequacy of internal controls that could significantly
affect the Company's financial statements,
(c) an analysis prepared by management and the independent auditor
of significant financial reporting issues and judgments made in
connection with the preparation of the Company's financial statements,
including analysis of the effects of alternative GAAP methods,
(d) the Company's disclosures under "Management's Discussion and
Analysis of Financial Condition and Results of Operations," and
(e) the effect of regulatory and accounting initiatives, as well as
off-balance sheet structures, on the financial statements of the
Company.
12. Discuss the Company's earnings press releases, as well as
financial information and earnings guidance provided to analysts and rating
agencies. These discussions may be had generally and need not include
advance discussion of each earnings release. Discussions will include the
type and presentation of information to be included in earnings press
releases, with particular attention to any use of pro forma or adjusted
non-GAAP information.
A-2
13. Review major changes to the Company's auditing and accounting
principles and practices as suggested by the independent auditor, internal
auditors or management.
14. Prepare the report required by the rules of the Securities and
Exchange Commission to be included in the Company's annual proxy statement.
15. Review the appointment of the senior internal auditing executive.
16. Review the significant reports to management prepared by the
internal auditing department and management's responses.
17. Discuss guidelines and policies to govern the process by which
risk management and assessment is handled, and meet periodically with
management to review the Company's major financial risk exposures and the
steps management has taken to monitor and control such exposures.
18. Meet separately, at least annually, with management, the internal
auditors (or other personnel responsible for the Company's internal audit
function) and the independent auditors.
19. Report regularly to the Board of Directors.
20. Review and discuss with management, the internal auditors, and the
independent auditors the adequacy and effectiveness of the Company's legal,
regulatory and ethical compliance programs.
21. Set policies for the hiring of employees or former employees of
the Company's independent auditor.
22. Establish procedures for (i) the receipt, retention and treatment
of complaints received by the Company regarding accounting, internal
accounting controls or auditing matters and (ii) the confidential,
anonymous submissions by Company employees of concerns regarding
questionable accounting or auditing matters.
23. Request that the Company file this Charter as an appendix to the
Proxy Statement at least once every three years and maintain a copy on the
Company's website.
24. Make regular reports to the Board.
25. Review and assess the adequacy of this Charter annually and submit
it to the Board for approval.
26. Evaluate the performance of the Committee annually.
While the Committee has the responsibilities and powers set forth in this
Charter, it is not the duty of the Committee to plan or conduct audits or to
determine that the Company's financial statements are complete and accurate and
are in accordance with generally accepted accounting principles. This is the
responsibility of management and the independent auditor.
A-3
CRAWFORD & COMPANY
PROXY
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 27, 2004. THIS PROXY IS
SOLICITED BY THE BOARD OF DIRECTORS.
The undersigned hereby appoints G.L. Davis, J.F. Giblin and P.J. Rescigno,
and each of them, proxies with full power of substitution, for and in the name
of the undersigned, to vote all shares of Class B Common Stock of Crawford &
Company which the undersigned would be entitled to vote if personally present at
the Annual Meeting of Shareholders of Crawford & Company to be held in the Home
Office Building of Crawford & Company, 5620 Glenridge Drive, N.E., Atlanta,
Georgia on April 27, 2004 at 2:00 P.M., and at any adjournment or postponement
thereof, upon the matters described in the accompanying Notice of Annual Meeting
and Proxy Statement and upon any other business that may properly come before
the meeting or any adjournment or postponement thereof, hereby revoking any
proxy heretofore executed by the undersigned to vote at said meeting. Said
proxies are directed to vote on the matters described in the accompanying Proxy
Statement as follows, and otherwise in their discretion:
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2 AND "AGAINST"
PROPOSAL 3
1. Proposal to elect the eight (8) nominees listed below as Directors (except as
indicated to the contrary below).
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote for all
except as indicated to the contrary) nominees listed below
NOMINEES: J. H. Lanier, J. C. Crawford, L. L. Prince, J. A. Williams, E.
J. Wood, G. L. Davis, C. H. Ridley, R. J. Johnson.
(INSTRUCTIONS: To withhold authority to vote for any individual nominee,
write the name of nominee in the space provided below)
--------------------------------------------------------------------------------
2. Proposal to approve Ernst & Young LLP as the independent auditors of the
Company for the 2004 fiscal year.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Shareholder Proposal -- "Maximize Value Resolution."
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THIS PROXY WILL BE VOTED AS DIRECTED ABOVE, OR IF NO DIRECTION IS INDICATED,
WILL BE VOTED IN ACCORDANCE WITH THE BOARD'S RECOMMENDATIONS AS SET FORTH ABOVE.
The undersigned acknowledges receipt with this Proxy of a copy of the Notice
of Annual Meeting of Shareholders and the Proxy Statement dated March 24, 2004.
Dated: -------------------, 2004
--------------------------------
--------------------------------
Signature of Shareholder
IMPORTANT: Please date this
Proxy and sign exactly as your
name or names appear hereon. If
shares are held jointly,
signatures should include both
names. Executors,
administrators, trustees,
guardians and others signing in
a representative capacity,
please give your full title. If
a corporation, please sign in
full corporate name by President
or other authorized officer. If
a partnership, please sign in
partnership name by authorized
person.