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, 2021
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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
(a) Amendment to Bylaws.
Effective February 11, 2021 the Board of Directors of Crawford & Company (the “Company”) amended the Bylaws of the Company to provide that meetings of the Board of Directors may be held through any medium (such as audio and/or video conference systems) permitted under the Georgia Business Corporations Code, incorporate revisions throughout to make the content gender neutral, eliminate outdated language and remove the reference to an exception to the Director age cap in Article II, Section 9(b). The exception to the Director age cap, had by its own terms, expired and has had no effect since May 1, 2018. Attached as Exhibit 3.1 hereto are the Company’s Restated Bylaws in their entirety.
The Board of Directors set the date for the 2021 annual meeting of shareholders for May 14, 2021. Effective with the annual meeting, the Board of Directors set the size of the Board at ten directors and, upon the recommendation of its Governance Committee has nominated ten incumbent directors for election at the annual meeting.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibit is filed with this Report:
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 16, 2021
