UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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 16, 2023 (
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
Crawford & Company (the “Company”) held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”) on Friday, May 12, 2023. The total number of shares of the Company’s Class B common stock entitled to vote at the Annual Meeting was 19,848,490, 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 18,996,703 shares, which was 95.71% 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 | 17,780,158 | 140,077 | 1,076,468 | |||||||||
| Joseph O. Blanco | 17,526,494 | 393,741 | 1,076,468 | |||||||||
| Cameron M. Bready | 17,591,396 | 328,839 | 1,076,468 | |||||||||
| Jesse C. Crawford | 16,496,772 | 1,423,463 | 1,076,468 | |||||||||
| Jesse C. Crawford, Jr. | 16,480,087 | 1,440,148 | 1,076,468 | |||||||||
| Lisa G. Hannusch | 16,517,270 | 1,402,965 | 1,076,468 | |||||||||
| Michelle E. Jarrard | 17,837,283 | 82,952 | 1,076,468 | |||||||||
| Charles H. Ogburn | 17,538,649 | 381,586 | 1,076,468 | |||||||||
| Rahul Patel | 15,042,996 | 2,877,239 | 1,076,468 | |||||||||
| Rohit Verma | 17,547,919 | 372,316 | 1,076,468 | |||||||||
| D. Richard Williams | 17,837,603 | 82,632 | 1,076,468 | |||||||||
| 2. | Proposed to approve, on an advisory basis, the compensation paid to the Company’s named executive officers in 2022. The shareholders approved the compensation paid to certain of the Company’s executive officers in 2022. The results of the vote were as follows: |
| For | Against | Abstain | Broker Non-Votes | |||
| 17,512,908 | 389,647 | 17,680 | 1,076,468 |
| 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 | ||||
| 4,088,400 | 13,245,519 | 554,227 | 32,089 | 1,076,468 |
The Board of Directors has considered these results and determined that the Company will hold an advisory vote on executive compensation every two years until the next required advisory vote on the frequency of advisory votes on executive compensation, which will be no later than the Company’s Annual Meeting of Shareholders in 2029.
| 4. | 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 2023 fiscal year. The vote on the ratification was as follows: |
| For | Against | Abstain | ||
| 18,952,739 | 42,493 | 1,471 |
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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 16, 2023
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