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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, 2022

 

CRAWFORD & COMPANY

(Exact name of registrant as specified in its charter)

 

Georgia   1-10356   58-0506554

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS employer

Identification No.)

 

5335 Triangle Parkway, Peachtree Corners, Georgia   30092
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (404) 300-1000

 

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))

 

Securities Registered Pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Class A Common Stock — $1.00 Par Value CRD-A New York Stock Exchange, Inc.
Class B Common Stock — $1.00 Par Value CRD-B New York Stock Exchange, Inc.

 

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 8.01. Other Events.

 

On February 11, 2022, Crawford & Company (the “Company”) issued a press release announcing that its Board of Directors authorized the Company to increase its current share repurchase program, approved November 4, 2021, by an additional five million shares of its common stock. Under the share repurchase program established by the Board on November 4, 2021, the Company was authorized to repurchase up to an aggregate of two million shares of its common stock until December 31, 2023. As of February 10, 2022, 413,317 shares of common stock remain unexercised under the share repurchase program. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by this reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits. The following exhibit is filed with this Report:

 

Exhibit
No. 		  Description
   
99.1   Press Release issued by the Company dated February 11, 2022.
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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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:  General Counsel and Corporate Secretary

 

Date: February 11, 2022

 

- 3 -

 

 

Exhibit 99.1

 

Crawford & Company®

5335 Triangle Parkway NW

Peachtree Corners, GA 30092

 

FOR IMMEDIATE RELEASE

 

Crawford & Company Authorizes Share Repurchase AND DECLARES QUARTERLY DIVIDENDS

 

ATLANTA (February 11, 2022) On February 10, 2022, at its regular quarterly meeting, the Board of Directors of Crawford & Company® authorized the Company to increase its share repurchase program, approved on November 4, 2021, by an additional 5 million shares of its common stock. The Board previously authorized the repurchase of up to 2 million shares of its common stock until December 31, 2023 and, prior to this increase, the share repurchase program had only 413,317 shares available.

 

“Given our solid revenue growth, progress against our strategy and our current share price, which we believe is trading below intrinsic value, we are pleased with our Board’s authorization of an additional 5 million share repurchase,” said Rohit Verma, Crawford chief executive officer.

 

Under this repurchase program, repurchases may be made in open market or privately negotiated transactions at such times and for such prices as management deems appropriate, subject to applicable regulatory guidelines. The new authorization does not obligate Crawford to acquire any stock, and purchases may be commenced or suspended at any time based on market conditions and other factors that the Company deems appropriate.

 

The Board also declared a quarterly dividend of $0.06 per share on the Class A Common Stock and $0.06 per share on the Class B Common Stock, payable on March 11, 2022, to shareholders of record as of the close of business on February 28, 2022.

 

For further information regarding this press release, please call Bruce Swain at (404) 300-1051.

 

 

 

 

Crawford & Company®

5335 Triangle Parkway NW

Peachtree Corners, GA 30092

 

This press release contains forward-looking statements, including statements about the expected future financial condition, results of operations and earnings outlook of Crawford & Company. Statements, both qualitative and quantitative, that are not historical facts may be “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from historical experience or Crawford & Company’s present expectations. Accordingly, no one should place undue reliance on forward-looking statements, which speak only as of the date on which they are made. Crawford & Company does not undertake to update forward-looking statements to reflect the impact of circumstances or events that may arise or not arise after the date the forward-looking statements are made. For further information regarding Crawford & Company, including factors that could cause our actual financial condition, results or earnings to differ from those described in any forward-looking statements, please read Crawford & Company’s reports filed with the SEC and available at www.sec.gov and in the Investor Relations section of Crawford & Company’s website at www.crawco.com.

 

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 carriers, brokers and corporations 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.

 

Tag: Crawford-Corporate, Crawford-Investor-News-and-Events

 

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Media Contacts: mediarelations@us.crawco.com

 

Lynn Cufley Katie Cline
+44 207 265 4067 +1 470 792 5678
Lynn.Cufley@crawco.uk Katie.Cline@us.crawco.com