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): February 11, 2020
CRAWFORD
& COMPANY
(Exact name of registrant as specified
in its charter)
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Georgia
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1-10356
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58-0506554
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(State or other jurisdiction
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(Commission File Number)
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(IRS employer
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of incorporation)
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Identification No.)
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5335 Triangle Parkway, Peachtree Corners, Georgia
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30092
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
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(404) 300-1000
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities Registered Pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Class A Common Stock — $1.00 Par Value
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CRD-A
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New York Stock Exchange, Inc.
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Class B Common Stock — $1.00 Par Value
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CRD-B
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New York Stock Exchange, Inc.
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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).
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. ¨
Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 11, 2020, the Board of Directors of Crawford &
Company (the “Company”) unanimously appointed Dame Inga Beale, age 56, as an independent Director of the Company. Ms.
Beale is the former CEO of Lloyd's of London, a post she held for five years before stepping down in 2018.
Ms. Beale’s term will expire at the Company’s 2020
Annual Meeting of Stockholders, at which time she will stand for re-election to the Board by the Company’s shareholders.
Committee assignments for Ms. Beale have not been determined as of the filing of this Form 8-K. As a director, Ms. Beale is entitled
to receive standard compensation applicable to non-employee directors of the Company, as described in the Company’s definitive
proxy statement filed with the Securities and Exchange Commission on April 9, 2019 under the caption “Director Compensation,”
which portion of such proxy statement is incorporated herein by reference. Ms. Beale’s annual director compensation for 2020,
including an initial equity grant upon her appointment, will be pro-rated to reflect her partial term during the 2020 calendar
year.
There are no arrangements or understandings between Ms. Beale
and any other persons pursuant to which Ms. Beale was named a director of the Company. There have been no transactions since the
beginning of the Company’s last fiscal year, and there are no currently proposed transactions, in which the Company was or
is to be a participant and in which Ms. Beale or any member of her immediate family had or will have any interest, that are required
to be reported under Item 404(a) of Regulation S-K.
The Company issued a press release announcing this appointment
on February 17, 2020. A copy of this press release is attached as Exhibit 99.1 hereto, and is incorporated herein by this reference.
Item 9.01. Financial Statements and Exhibits.
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(a)
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Exhibits. The following exhibit is filed with this Report:
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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.
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CRAWFORD & COMPANY
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By:
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/s/ Joseph O. Blanco
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Name: Joseph O. Blanco
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Title: EVP, General Counsel and
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Corporate Secretary
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Date: February 18, 2020
Exhibit 99.1
Crawford & Company®
5335 Triangle Parkway NW
Peachtree Corners, GA 30092
FOR IMMEDIATE RELEASE
Dame Inga Beale Elected to Crawford
& Company® Board of Directors
Crawford reaffirms commitment to board
diversity
ATLANTA (February 17, 2020) The board of directors of
Crawford & Company® (NYSE: CRD-A and CRD-B), the world’s largest publicly listed independent provider of claims management
and outsourcing solutions to carriers, brokers and corporates, today announced the election of Dame Inga Beale as an independent
director, effective February 11, 2020.
“Inga brings an array of international
insurance carrier experience that will positively impact Crawford strategy going forward,” said Harsha V. Agadi, president
and CEO of Crawford & Company. “She will provide insights, counsel and perspectives that will complement those of
the existing board members and from which Crawford will benefit. I look forward to partnering with Inga as we continue to deliver
on our mission of restoring and enhancing lives, business and communities across the globe.”
Beale is the former CEO of Lloyd's of London, a
post she held for five years before stepping down in 2018. She was the first female CEO in
the global insurance and reinsurance market's 325-year history. Beale started her career
at Prudential Assurance Company in London and is trained as an underwriter specializing in international treaty
reinsurance. She worked for General Electric’s insurance division for 14 years where she held numerous management
roles, including leadership roles in Kansas City, Paris and Munich. Beale then headed Swiss
reinsurer Converium, where she spearheaded a company turn around. In 2008, she joined Zurich
Insurance Group as a member of their Group Management Board. The following year she was named the group's Global
Chief Underwriting Officer. From 2012-13, she was the Group CEO at the privately held Lloyd's
insurer Canopius. Beale is a Chartered Insurer and studied economics and accounting at Newbury
College, Berkshire England and was appointed Dame Commander of the Order of the British Empire (DBE) in
the 2017 New Year Honours for services to the economy.
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Crawford & Company®
5335 Triangle Parkway NW
Peachtree Corners, GA 30092
Crawford has long recognized the value of maintaining a more
inclusive board of directors and proudly celebrates the legacy of Virginia Crawford, the company’s first female director.
“With the election of Dame Inga, Crawford now has three female directors on its nine-strong board and proudly joins other
leading companies who have taken the important step of having at least three female directors,” stated Charlie Ogburn, non-executive
chairman of the Crawford & Company board.
About Crawford®
Based in Atlanta, Crawford & Company (NYSE: CRD-A and CRD-B)
is the world’s largest publicly listed independent provider of claims management and outsourcing solutions to insurance companies
and self-insured entities with an expansive global network serving clients in more than 70 countries. The Company’s two classes
of stock are substantially identical, except with respect to voting rights and the Company’s ability to pay greater cash
dividends on the non-voting Class A Common Stock (CRD-A) than on the voting Class B Common Stock (CRD-B), subject to certain limitations.
In addition, with respect to mergers or similar transactions, holders of CRD-A must receive the same type and amount of consideration
as holders of CRD-B, unless different consideration is approved by the holders of 75 percent of CRD-A, voting as a class. More
information is available at www.crawco.com.
# # #
Media Contacts:
Lynn Cufley
Crawford & Company
+44 207 265 4067
Lynn.Cufley@crawco.co.uk
Kiara Reynolds-Westry
Crawford & Company
Kiara_reynolds-westry@us.crawco.com
Phone: 404-300-1617