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): September 15, 2022 (September 13, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 13, 2022, the Board of Directors of Crawford & Company (the “Company”) unanimously appointed Cameron M. Bready, age 50, as an independent Director of the Company. Mr. Bready is the President and Chief Operating Officer of Global Payments, Inc., a financial technology company, a position he has held for three years. Prior to that, and since June of 2014 he was Senior Executive Vice President and CFO of Global Payments, Inc.
Mr. Bready’s term will expire at the Company’s 2023 Annual Meeting of Stockholders, at which time he will stand for re-election to the Board by the Company’s shareholders. Mr. Bready will be a member of the Audit Committee, effective immediately upon his appointment. As a director, Mr. Bready 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 8, 2022 under the caption “Director Compensation,” which portion of such proxy statement is incorporated herein by reference. Mr. Bready’s annual director compensation for 2022, including an initial equity grant upon his appointment, will be pro-rated to reflect his partial term during the 2022 calendar year.
There are no arrangements or understandings between Mr. Bready and any other persons pursuant to which Mr. Bready 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 Mr. Bready or any member of his 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 September 15, 2022. 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.
| (a) | 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: | SVP, General Counsel and |
| | | | Corporate Secretary |
Date: September 15, 2022
