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 17, 2022 (
(Exact name of registrant as specified in its charter)
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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).
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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 2022 Annual Meeting of Shareholders (the “Annual Meeting”) on Friday, May 13, 2022. The total number of shares of the Company’s Class B common stock entitled to vote at the Annual Meeting was 20,811,962, 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 18,830,535 shares, which was 90.48% 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 | 17,760,063 | 142,296 | 928,176 | |||||||||
| Joseph O. Blanco | 17,738,257 | 164,102 | 928,176 | |||||||||
| Jesse C. Crawford | 16,340,914 | 1,561,445 | 928,176 | |||||||||
| Jesse C. Crawford, Jr. | 16,417,390 | 1,484,969 | 928,176 | |||||||||
| Lisa G. Hannusch | 17,795,099 | 107,260 | 928,176 | |||||||||
| Michelle E. Jarrard | 17,830,504 | 71,855 | 928,176 | |||||||||
| Charles H. Ogburn | 17,813,962 | 88,397 | 928,176 | |||||||||
| Rahul Patel | 16,441,088 | 1,461,271 | 928,176 | |||||||||
| Rohit Verma | 17,819,833 | 82,526 | 928,176 | |||||||||
| D. Richard Williams | 17,837,981 | 64,378 | 928,176 | |||||||||
| 2. | Proposed to approve amendments to the Crawford & Company Bylaws. The shareholders approved the proposed amendments to the Crawford & Company Bylaws. The results of the vote were as follows: |
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 16,311,065 | 1,486,859 | 104,435 | 928,176 | |||||||||||
| 3. | Proposed to approve amendments to the Crawford & Company 2016 Omnibus Stock and Incentive Plan and authorize 4,000,000 additional shares of Class A Common Stock for issuance under the Plan. The shareholders approved the proposed amendments to the Omnibus Stock Plan and the 4,000,000 additional Class A shares. The results of the vote were as follows: |
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 14,345,005 | 3,458,664 | 98,690 | 928,176 | |||||||||||
| 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 2022 fiscal year. The vote on the ratification was as follows: |
| For | Against | Abstain | ||||||||
| 18,796,768 | 32,458 | 1,309 | ||||||||
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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 17, 2022
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