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 14, 2014 (May 12, 2015)

 

 

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))

 

 

 

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Item 5.07. Submission of Matters to a Vote of Security Holders.

Crawford & Company (the “Company”) held its 2015 Annual Meeting of Shareholders (the “Annual Meeting”) on Tuesday, May 12, 2015. 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 to be acted upon at the Annual Meeting. The number of shares represented at the Annual Meeting by valid proxies or ballots was 23,907,583 shares, which was 96.83% 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 were elected to serve until the next annual meeting 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			22,629,279				189,836				1,088,468
P. George Benson			22,569,138				249,977				1,088,468
Jeffrey T. Bowman			22,630,182				188,933				1,088,468
Jesse C. Crawford			20,729,647				2,089,468				1,088,468
Jesse C. Crawford, Jr.			22,629,398				189,717				1,088,468
Roger A. S. Day			22,630,125				188,990				1,088,468
James D. Edwards			22,630,125				188,990				1,088,468
Joia M. Johnson			22,630,155				188,960				1,088,468
Charles H. Ogburn			22,629,425				189,690				1,088,468

 

2.

Advisory Vote on Executive Compensation. The shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission. The results of the advisory vote were as follows:

 

		For		Against				Abstain				Broker Non-Votes
		22,689,134			120,658				9,323				1,088,468

 

3.	Ratification of Independent Auditor. The shareholders ratified the Audit Committee of the Board of Directors’ selection of Ernst & Young LLP as independent auditor for the Company for the 2015 fiscal year. The vote on the ratification was as follows:

 

		For		Against				Abstain
		23,867,551			38,849				1,183

 

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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 14, 2015

 

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