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 15, 2017 (May 10, 2017)    

 

 

CRAWFORD & COMPANY

(Exact Name of Registrant as Specified in Its Charter)

 

 

Georgia

(State or Other Jurisdiction of Incorporation)

 

1-10356		58-0506554
(Commission File Number)		(IRS Employer Identification No.)

 

1001 Summit Blvd., Atlanta, Georgia		30319
(Address of Principal Executive Offices)		(Zip Code)

(404) 300-1000

(Registrant’s Telephone Number, Including Area Code)

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))

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.   ☐

 

 

 

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Item 5.07.

Submission of Matters to a Vote of Security Holders.

Crawford & Company (the “Company”) held its 2017 Annual Meeting of Shareholders (the “Annual Meeting”) on Wednesday, May 10, 2017. The total number of shares of the Company’s Class B common stock entitled to vote at the Annual Meeting was 24,690,172, 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 23,583,397 shares, which was 95.52% 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
Harsha V. Agadi		22,023,690		150,465		1,409,242
P. George Benson		22,084,265		89,890		1,409,242
Jesse C. Crawford		20,490,485		1,683,670		1,409,242
Jesse C. Crawford, Jr.		20,490,161		1,683,994		1,409,242
Roger A. S. Day		22,083,503		90,652		1,409,242
James D. Edwards		22,110,676		63,479		1,409,242
Joia M. Johnson		22,110,265		63,890		1,409,242
Charles H. Ogburn		22,109,817		64,338		1,409,242
D. Richard Williams		22,108,140		66,015		1,409,242

 

2.	Proposal to approve, on an advisory basis, the compensation paid to certain of the Company’s executive officers in 2016. The shareholders approved the compensation paid to certain of the Company’s executive officers in 2016. The results of the vote were as follows:

 

For		Against		Abstain		Broker Non-Votes
20,624,279		73,001		1,476,875		1,409,242

 

3.	Vote, on an advisory basis, on the frequency of future advisory votes on executive compensation. The shareholders recommended, on an advisory basis, that the Company hold future advisory votes on executive compensation every two years. The results of the vote were as follows:

 

1 Year		2 Years		3 Years		Abstain		Broker Non-Votes
6,225,073		13,366,862		1,190,792		1,391,428		1,409,242

 

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4.	Vote, on an advisory basis, on a shareholder proposal. In accordance with the recommendation of the Board, the shareholders did not approve the shareholder proposal. The results of the vote were as follows:

 

For		Against		Abstain		Broker Non-Votes
1,821,312		20,084,712		268,131		1,409,242

 

5.	Ratification of Independent Auditor. The shareholders ratified the appointment of Ernst & Young LLP as independent auditor for the Company for the 2017 fiscal year. The vote on the ratification was as follows:

 

For		Against		Abstain
23,433,584		141,275		8,538

 

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SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: May 15, 2017

 

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