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 26, 2016 (February 24, 2016)
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)) |
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 9, 2016, the Board of Directors of Crawford & Company (the “Company”) unanimously elected to extend an offer of directorship to D. Richard Williams, age 59, as an independent Director of the Company. Mr. Williams accepted this offer on February 24, 2016. Mr. Williams was most recently Co-Chief Executive Officer of Primerica, Inc. (NYSE: PRI) from 1999 through his retirement in March 2015. He is currently serving as non-executive Chairman of Primerica, Inc. a position he has held since April 2015. Mr. Williams was Chairman from October 2009 through March 2015.
Mr. Williams will also serve as a member of the Audit Committee. As a director, Mr. Williams is entitled to compensation in the same amounts and type as other non-employee directors of the Company.
The Company issued a press release announcing this election on February 26, 2016. 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 |
(d). Exhibits
| | |
Exhibit
No. | | Description |
| |
| 99.1 | | Press Release dated February 26, 2016 |
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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.
| | |
| | CRAWFORD & COMPANY |
| | (Registrant) |
| |
| By: | | /s/ Allen W. Nelson |
| | Allen W. Nelson |
| | Executive Vice President – General Counsel & Corporate Secretary |
Dated: February 26, 2016
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EXHIBIT INDEX
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Exhibit
No. | | Description |
| |
| 99.1 | | Press Release dated February 26, 2016 |
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