SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<Table>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</Table>
Crawford & Company
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials:
-----------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
(CRAWFORD LOGO)
March 22, 2005
Dear Shareholder:
You are cordially invited to attend the Company's 2005 Annual Meeting of
Shareholders which will be held on Tuesday, April 26, 2005, beginning at 2:00
p.m. at the Company's headquarters, 5620 Glenridge Drive, N.E., Atlanta,
Georgia.
The official Notice of Annual Meeting of Shareholders, Proxy Statement and
form of Proxy are included with this letter and contain information about the
meeting and the various matters on which the shareholders will act.
As is our custom, a brief report will be made at this meeting on the
Company's 2004 activities and the outlook for 2005. We hope you will be able to
attend the meeting. Whether or not you plan to attend, it is important that you
sign and return your Proxy promptly, as your vote is important to the Company.
On behalf of our Board of Directors, officers, and employees, we wish to
thank you for your continued interest in and support of Crawford & Company.
Sincerely,
/s/ Thomas W. Crawford
Thomas W. Crawford,
President and Chief Executive Officer
CRAWFORD & COMPANY
P.O. BOX 5047
ATLANTA, GEORGIA 30302
---------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 26, 2005
---------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Crawford
& Company (the "Company") will be held in the Home Office Building of the
Company, 5620 Glenridge Drive, N.E., Atlanta, Georgia, on Tuesday, April 26,
2005, at 2:00 p.m. local time, for the following purposes:
1. To fix at nine (9) the number of Directors constituting the Board
of Directors for the ensuing year and to elect nine (9) Directors to serve
until the next Annual Meeting of Shareholders or until their successors are
elected and qualified;
2. To approve the Crawford & Company Executive Stock Bonus Plan;
3. To ratify the appointment of Ernst & Young LLP as independent
auditors for the Company for the 2005 fiscal year; and
4. To transact any and all other such business as may properly come
before the meeting or any adjournment or postponement thereof.
Information relating to the above matters is set forth in the accompanying
Proxy Statement dated March 22, 2005. Only shareholders of record of Class B
Common Stock of the Company as of the close of business on March 1, 2005 will be
entitled to vote at the meeting and any adjournment or postponement thereof.
By Order of The Board of Directors,
/s/ Peter J. Rescigno
Peter J. Rescigno,
Secretary
Atlanta, Georgia
March 22, 2005
IT IS IMPORTANT THAT YOUR SHARES OF CLASS B COMMON STOCK BE REPRESENTED AT
THE MEETING WHETHER OR NOT YOU ARE PERSONALLY ABLE TO BE PRESENT. ACCORDINGLY,
IF YOU DO NOT PLAN TO ATTEND THE MEETING, PLEASE COMPLETE AND SIGN THE ENCLOSED
PROXY AND RETURN IT IN THE ACCOMPANYING POSTAGE PREPAID ENVELOPE.
PROXIES ARE NOT BEING SOLICITED WITH RESPECT TO THE SHARES OF CLASS A
COMMON STOCK OF THE COMPANY.
CRAWFORD & COMPANY
P.O. BOX 5047
ATLANTA, GEORGIA 30302
---------------------
PROXY STATEMENT
---------------------
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 26, 2005
This Proxy Statement and the accompanying Proxy are being mailed to
shareholders of Class B Common Stock of Crawford & Company (the "Company") in
connection with the solicitation of proxies by the Board of Directors of the
Company from holders of Class B Common Stock for use at the Annual Meeting of
Shareholders to be held in the Home Office Building of the Company, 5620
Glenridge Drive, N.E., Atlanta, Georgia, on Tuesday, April 26, 2005 at 2:00
p.m., local time, and any adjournment or postponement thereof. When the Proxy is
properly executed and returned, the shares of Class B Common Stock it represents
will be voted at the meeting and any adjournment or postponement thereof as
directed by the shareholder executing the Proxy unless it is revoked. If no
directions are given on the Proxy with respect to any matter, the shares
represented by the Proxy will be voted as to that matter as the Board of
Directors recommends. The Board of Directors recommends a vote for the below
listed director nominees, for approval of the Crawford & Company Executive Stock
Bonus Plan, and for the approval of the appointment of Ernst & Young LLP to
serve as independent auditors of the Company in 2005. Any shareholder giving a
Proxy has the power to revoke it at any time before it is voted by the execution
of another Proxy bearing a later date or by written notification to the
Secretary of the Company. Shareholders who are present at the Annual Meeting may
revoke their Proxy and vote in person if they so desire.
Only shareholders of record of Class B Common Stock of the Company as of
the close of business on March 1, 2005 (the "Record Date") will be entitled to
vote at the Annual Meeting. As of that date, the Company had outstanding
24,697,172 shares of Class B Common Stock, each share being entitled to one
vote. A majority of the issued and outstanding shares of Class B Common Stock
entitled to vote at the Annual Meeting will constitute a quorum for the
transaction of business at such meeting. The Annual Report of the Company for
the fiscal year ended December 31, 2004 is enclosed herewith. This Proxy
Statement and the accompanying Proxy are being first mailed to Class B Common
Stock shareholders on or about March 22, 2005.
Additionally, for information only, this Proxy Statement is being mailed to
shareholders of Class A Common Stock of the Company as of the Record Date.
Shares of Class A Common Stock are not entitled to vote at the Annual Meeting of
Shareholders. Accordingly, no Proxy is being requested and no Proxy should be
sent with respect to such shares.
PROPOSAL 1 -- ELECTION OF DIRECTORS
NOMINEES AND VOTING
The By-Laws of the Company provide that the shareholders shall fix the
number of Directors constituting the full Board at not less than seven nor more
than twelve, and the shareholders entitled to vote shall elect the Directors at
each Annual Meeting. The Board of Directors has nominated the nine persons
listed below as Directors, to hold office until the next Annual Meeting and
until their successors are elected and qualified. Each nominee, except James D.
Edwards and Thomas W. Crawford, was elected by the shareholders at the last
Annual Meeting on April 27, 2004. Mr. Edwards is a member of the present Board
of Directors and was elected by the Board on February 1, 2005. Mr. Edwards was
recommended to the Nominating/Corporate Governance/Compensation Committee by a
non-management director. Mr. Crawford is the President and Chief Executive
Officer of the Company, and was recommended to the Nominating/Corporate
Governance/ Compensation Committee by a non-management director. If, at the time
of the Annual Meeting, any of the nominees should be unable to serve, the
persons named in the Proxy will vote for substitute nominees selected
by the Board of Directors. The Company has no reason to believe that any of the
nominees will not be available for election as a Director.
NOMINEE INFORMATION
The following table gives certain information as to each person nominated
by the Board of Directors for election as a Director:
<Table>
<Caption>
DIRECTOR
NAME AGE PRINCIPAL OCCUPATION AND DIRECTORSHIPS SINCE
---- --- -------------------------------------- --------
J. Hicks Lanier 64 Chairman of the Board and Chief Executive Officer of Oxford 1976
Industries, Inc., a manufacturer of apparel products;
Director of Genuine Parts Company, SunTrust Banks, Inc.
and West Point Stevens.
Jesse C. Crawford 56 President of Crawford Communications, Inc., a full-service 1986
provider of teleproduction services including audio/video
production and post production, multimedia title design,
satellite services, animation, and special effects.
Larry L. Prince 66 Chairman of the Board of Genuine Parts Company, a service 1987
organization engaged in automotive and industrial parts
and office products distribution; Director of Equifax,
Inc., SunTrust Banks, Inc., and John H. Harland Co.
John A. Williams 62 President and Chief Executive Officer of Corporate Holding, 1996
LLC, a real estate management and development company.
E. Jenner Wood, III 53 Chairman of the Board, President and Chief Executive Officer 1997
of SunTrust Bank, Central Group; Director of Oxford
Industries, Inc., and Georgia Power Company
Clarence H. Ridley 62 Chairman of the Board of Haverty Furniture Companies, Inc. a 2004
furniture retailer, Director of STI Classic Funds and
Variable Trust.
Robert T. Johnson 69 Retired Partner of Arthur Andersen LLP. 2004
James D. Edwards 61 Retired Partner of Arthur Andersen LLP, Director of IMS 2005
Health Incorporated, Transcend Services, Inc. and Huron
Consulting Group, Inc.
Thomas W. Crawford 62 President and Chief Executive Officer of the Company. --
</Table>
Mr. Prince has been Chairman of the Board of Genuine Parts Company since
1990 and was also Chief Executive Officer until August 2004. Mr. Williams has
held his present position since December 2003. He was Chairman Emeritus of Post
Properties, Inc. from February 20, 2003 until August 27, 2004; and for more than
five years prior to his appointment as Chairman Emeritus, Mr. Williams was
Chairman of the Board of Post Properties, Inc. and Chief Executive Officer until
July 1, 2002. Mr. Wood was appointed to his present position in June 2002, was
appointed Chairman of the Board, President and Chief Executive Officer of
SunTrust Bank, Georgia in March 2001, was appointed President in October 2000
and for more than five years prior to that appointment served in executive
management positions with SunTrust Banks. Mr. Ridley was appointed to his
present position in January 2001, prior to that appointment and for more than
five years he was a partner at the law firm of King & Spalding LLP. Mr. Johnson
retired as a partner of Arthur Andersen LLP in 1993. Mr. Edwards retired in
April 2002 as managing partner-global markets of Arthur Andersen LLP, a position
he had held since 1998. Mr. Thomas W. Crawford was appointed President and Chief
Executive Officer of the Company on September 1, 2004. From June 1998 until his
retirement in January 2003 he was President of the Retail Distribution division
of Prudential Financial, Inc., and from May 2004 until September 2004 he was
Chairman of The Bodie Group, Inc., a business consulting firm. The principal
occupation or employment of each of the other nominees during the past five
years has been as indicated in the above table.
The Board has determined, pursuant to the listing standards of the New York
Stock Exchange ("NYSE"), that all Directors standing for election are
independent for purposes of serving on the Board of
2
Directors, except John A. Williams and Thomas W. Crawford. The companies with
which Mr. Prince and Mr. Wood are affiliated, Genuine Parts Company and SunTrust
Banks, Inc., respectively, are customers of the Company and the Company is a
customer of SunTrust Banks, Inc. The Board has determined that the payments to
the Company or from the Company with respect to Genuine Parts Company and
SunTrust Banks, Inc., as a percentage of either entities' consolidated gross
revenue are immaterial as affecting each director's independence. In addition,
SunTrust Banks, Inc. is a lender to the Company. The Board has determined that
these loans do not affect the independence of Mr. E. Jenner Wood, III since the
annual repayments and interest payments on the loans by the Company, and the
outstanding total loan balance itself, are not material when compared to the
consolidated gross annual revenues of SunTrust Banks, Inc. For purposes of the
Company's Audit Committee, Mr. Johnson, Mr. Lanier, and Mr. Prince are
independent under these listing standards and under the Sarbanes-Oxley Act of
2002, and Mr. Johnson is an Audit Committee Financial Expert as defined by Item
401(h) of Regulation S-K under the Securities Exchange Act of 1934. There are no
family relationships among the director nominees.
STANDING COMMITTEES AND ATTENDANCE AT BOARD AND COMMITTEE MEETINGS
The Board of Directors has three standing committees. The Executive
Committee consists of Jesse C. Crawford as Chairman, and Larry L. Prince and E.
Jenner Wood, III as members. The Audit Committee consists of Robert T. Johnson
as Chairman, and J. Hicks Lanier and Larry L. Prince as members. The
Nominating/Corporate Governance/Compensation Committee consists of J. Hicks
Lanier as Chairman, and E. Jenner Wood, III, Clarence H. Ridley and Robert T.
Johnson as members.
The Executive Committee may exercise all the authority of the Board of
Directors between its meetings with respect to all matters not specifically
reserved by law to the Board of Directors. The Executive Committee held four
meetings during 2004.
The Audit Committee appoints or discharges the Company's independent
auditors, reviews with the independent auditors the audit plan and results of
the audit engagement, reviews the scope and results of the Company's internal
auditing procedures and the adequacy of its accounting controls, approves
professional services provided by the independent auditors, reviews the
independence of the independent auditors, and approves the independent auditor's
audit and non-audit fees. The Committee has adopted a written charter, approved
by the Board of Directors. The Audit Committee held four meetings during 2004.
The Nominating/Corporate Governance/Compensation Committee actively reviews
and selects director nominees for the Board, advises and makes recommendations
to the Board on all matters concerning corporate governance and directorship
practices and formulates and approves salaries, grants of stock options and
other compensation to the Chief Executive Officer and, upon recommendation by
the Chief Executive Officer, salaries, grants of stock options and other
compensation for all other officers of the Company. The Board of Directors has
determined that all members of the Nominating/Corporate Governance/Compensation
Committee are independent pursuant to the NYSE Listing Rules. The
Nominating/Corporate Governance/ Compensation Committee has adopted a written
charter, approved by the Board of Directors. The Nominating/Corporate
Governance/Compensation Committee identifies and evaluates nominees for director
according to the guidelines stated in this written charter. This Committee held
four meetings in 2004.
Non-management and independent directors meet regularly without management
participation. During 2004 there were three such meetings. The Presiding
Director for each of these meeting was Jesse C. Crawford.
During 2004, the Board of Directors held six meetings. Each of the
Company's Directors attended at least seventy-five percent (75%) of the
aggregate number of meetings of the Board of Directors and committees thereof of
which such Director was a member.
The Company's Corporate Governance Guidelines, Committee Charters, and Code
of Business Conduct are available on its website at www.crawfordandcompany.com
and are available without charge in print to any shareholder who makes a request
by writing to Corporate Secretary, Legal Department, Crawford & Company, 5620
Glenridge Drive, N.E., Atlanta, Georgia 30342.
3
COMPENSATION
During 2004 each director of the Company received a quarterly fee of
$5,000, and $1,000 for each Board of Directors and Committee meeting attended.
In addition, the Chairman of each Committee received a fee of $5,000 per quarter
with the exception of the Chairman of the Audit Committee, who received $6,000
per quarter starting in the second quarter of 2004. Pursuant to the terms of the
1997 Non-Employee Director Stock Option Plan, each non-employee director elected
at the 2004 Annual Meeting received an option for 3,000 shares of the Company's
Class A Common Stock at a price of $5.12 per share, the fair market value of the
Class A Common Stock on that date. Under the same Plan, Mr. Johnson received an
option for 15,000 shares of the Company's Class A Common Stock at a price of
$5.12 per share, the fair market value of the Class A Common Stock on April 27,
2004, the date he was elected as a Director, and Mr. Edwards received an option
for 15,000 shares of the Company's Class A Common Stock at a price of $7.09 per
share, the fair market value of the Class A Common Stock on February 1, 2005,
the date he was elected as a Director. The options are non-transferable; are
exercisable at any time after grant; and lapse on the date the holder is no
longer a Director, if that occurs on or before the fifth anniversary of the
grant date, or otherwise on the tenth anniversary of the grant date.
COMMUNICATIONS WITH THE BOARD, BOARD ATTENDANCE AT ANNUAL MEETINGS, SHAREHOLDER
NOMINEES
Individuals may communicate with the Board by sending a letter to Board of
Directors, Crawford & Company, P. O. Box 1261, Tucker, Georgia 30085-1261. Your
letter will be shared with all members of the Board and may, at the discretion
of the Board, be shared with Company management, unless your letter requests
otherwise. Communications that are specifically intended for non-management
directors should be addressed to "Presiding Director," Board of Directors,
Crawford & Company at this same address. Your letter will be shared with all
non-management Directors but may, at the discretion of the non-management
Directors, be shared with management Directors, or the management of the
Company, unless your letter requests otherwise.
The Company encourages all Directors to attend the Company's Annual Meeting
and facilitates the scheduling of the Annual Meeting to accommodate all
Directors. The Company also holds a full Board meeting the same day as the
Annual Meeting to further encourage all Directors to attend the Annual Meeting.
At the last Annual Meeting all then current Directors attended.
Any Shareholder, who is the continuous record owner of at least one percent
(1%) of the Common Stock of the Company for at least one year prior to the
submission of the candidate and who provides a written statement that they
intend to continue ownership of the shares through the Annual Meeting of
Shareholders, may submit a nomination for Director. The candidate must meet the
qualifications stated in the Company's By-laws and the submission must be made
to the Nominating/Corporate Governance/Compensation Committee at P. O. Box 1261,
Tucker, Georgia 30085, no more than 180 days and no less than 120 days prior to
the anniversary date of this Proxy Statement. The Nominating/Corporate
Governance/Compensation Committee will review all candidates submitted by
Shareholders for consideration as nominees pursuant to its general practices and
the guidelines stated in its charter before submitting any nominee to the full
Board of Directors for consideration.
SHAREHOLDER VOTE
Each share of Class B Common Stock is entitled to cast an affirmative vote
for up to nine (9) Director nominees. Cumulative voting is not permitted. The
nine nominees for Director who receive the highest number of votes cast, in
person or by proxy, at the Annual Meeting will be elected Directors. Negative
votes or abstentions, including broker non-votes, will not be counted.
The Company encourages shareholders who hold shares through a brokerage
account to provide instruction to their brokerage firm by voting their proxy.
Providing voting instructions ensures that shares will be voted at the meeting.
If shares are held through a brokerage account, the brokerage firm under certain
circumstances, may vote the shares without instructions. On certain "routine"
matters, such as the election of directors, brokerage firms have authority under
NYSE rules to vote their customers' shares if the customers
4
do not provide voting instructions. When a brokerage firm votes its customers'
shares on a routine matter without receiving voting instructions, these shares
are counted both for establishing a quorum to conduct business at the meeting
and in determining the number of shares voted for or against the routine matter.
On "non-routine" matters, if the brokerage firm has not received voting
instructions from the shareholder, the brokerage firm cannot vote the shares on
that proposal, which is considered a "broker non-vote." Broker non-votes will be
counted for purposes of establishing a quorum to conduct business at the meeting
but not for determining the number of shares voted for or against the
non-routine matter.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR ITS NOMINEES FOR
DIRECTORS.
5
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table provides certain summary information for the fiscal
years ended December 31, 2004, 2003, and 2002, concerning compensation paid to
or accrued by the Company for those persons who were, at December 31, 2004, (i)
the Chief Executive Officer, and anyone serving as Chief Executive Officer
during 2004 and (ii) the other four most highly compensated Executive Officers
of the Company (hereinafter collectively referred to as the "Named Executive
Officers"):
SUMMARY COMPENSATION TABLE
<Table>
<Caption>
LONG TERM
COMPENSATION
---------------------
ANNUAL COMPENSATION AWARDS ALL
------------------------------------------------ --------------------- OTHER
OTHER ANNUAL SECURITIES UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) COMPENSATION ($) OPTIONS/SARS (#)(4) ($)(5)
- --------------------------- ---- ---------- --------- ---------------- --------------------- ------------
T. W. Crawford(1)........... 2004 $200,000 $133,333 $ 0 500,000 $ 28
President and
Chief Executive Officer
J. F. Giblin................ 2004 336,311 35,000 0 30,000 17,483
Executive Vice President
and 2003 322,799 0 0 15,000 16,480
Chief Financial Officer 2002 307,583 0 0 22,500 1,925
J. T. Bowman................ 2004 315,424 25,000 0 155,200 20,668
President, Crawford & 2003 288,438 0 0 15,000 20,390
Company International,
Inc. 2002 272,088 0 0 72,500 20,300
W. L. Beach................. 2004 205,124 15,000 0 10,000 11,983
Senior Vice President - 2003 195,356 0 0 5,000 12,244
Human Resources 2002 188,925 0 0 7,500 8,672
W. B. Swain, Jr. ........... 2004 173,125 17,000 0 10,000 9,324
Senior Vice President - 2003 157,500 0 0 5,000 8,184
Controller 2002 137,083 0 0 7,500 608
G. L. Davis(2).............. 2004 167,801 0 0 50,000 421,489
Former Chairman, President 2003 531,503 0 0 30,000 25,681
and Chief Executive
Officer 2002 504,334 0 0 40,000 2,349
M. G. Long(3)............... 2004 289,928 0 0 20,000 370,311
Former President and 2003 197,922 0 0 13,000 11,033
Chief Executive Officer 2002 132,188 0 0 4,500 1,472
</Table>
- ---------------
(1) Mr. Crawford became President and Chief Executive Officer September 1, 2004.
(2) Mr. Davis was Chairman, President and Chief Executive Officer until April
22, 2004.
(3) Mr. Long was President and Chief Executive Officer from April 22, 2004 until
September 1, 2004.
(4) Represents shares of the Company's Class A Common Stock.
(5) Represents the following amounts for 2004: (i) Mr. Crawford: $28 premium
payment on term life insurance; (ii) Mr. Giblin: $10,750 Company
contribution to the Company's Savings and Investment Plan, $168 premium
payment on term life insurance, and $6,565 Company contribution to the
Deferred Compensation Plan under the Company's Supplemental Executive
Retirement Plan ("SERP"); (iii) Mr. Bowman: $20,500 Company contribution to
the Crawford Deferred Compensation Plan, and $168 premium payment on term
life insurance; (iv) Mr. Beach: $4,479 Company contribution to the Company's
Savings and Investment Plan, $168 premium payment on term life insurance,
$121 Company contribution to the Crawford Deferred Compensation Plan, and
$7,215 automobile allowance; (v) Mr. Swain: $8,810 Company contribution to
the Company's Savings and Investment Plan, $346
6
Company contribution to the Crawford Deferred Compensation Plan, and $168
premium payment on term life insurance; (vi) Mr. Davis: $52,752 value of
company car given upon termination, $368,667 severance and $70 premium
payment on term life insurance; (vii) Mr. Long: $10,750 Company contribution
to the Company's Savings and Investment Plan, $126 premium payment on term
life insurance, $7,887 Company contribution to the Deferred Compensation
Plan under the Company's SERP, $36,792 value of company car given upon
termination, and $314,756 severance.
STOCK OPTION EXERCISES AND YEAR-END VALUES
The following table provides information concerning the exercise of stock
options during the last fiscal year and unexercised options held as of the end
of the fiscal year with respect to the Named Executive Officers:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
<Table>
<Caption>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
OPTIONS AT FY-END(#) FY-END($)
-------------------------- -----------------------
SHARES ACQUIRED ON VALUE EXERCISEABLE/ EXERCISABLE/
NAME EXERCISE (#) REALIZED ($) UNEXERCISABLE(1) UNEXERCISABLE(1)
- ---- ------------------- ------------ -------------------------- -----------------------
T. W. Crawford....... None $0 0/500,000 $ 0/960,000
J. F. Giblin......... None 0 160,600/165,500 6,900/37,800
J. T. Bowman......... None 0 45,823/286,900 6,900/117,928
W. L. Beach.......... None 0 44,000/65,500 2,300/12,600
W. B. Swain, Jr. .... None 0 20,800/47,700 2,300/12,600
G. L. Davis.......... None 0 0/0 0/0
M. G. Long........... None 0 26,800/10,700 21,900/0
</Table>
- ---------------
(1) Represents the aggregate number of shares of Class A Common Stock covered by
unexercised options at fiscal year end, and the aggregate difference between
the exercise price and market value thereof at December 31, 2004 based on
the closing price for the Class A shares on the New York Stock Exchange on
that date, for those options that have an exercise price below the December
31, 2004 market value.
STOCK OPTION GRANTS
The following table provides information concerning the grant of stock
options under the Company's 1997 Key Employee Stock Option Plan during the
fiscal year ended December 31, 2004:
OPTION GRANTS IN LAST FISCAL YEAR
<Table>
<Caption>
INDIVIDUAL GRANTS
-------------------------------------------------------- POTENTIAL REALIZABLE VALUE AT
NUMBER OF % OF TOTAL ASSUMED ANNUAL RATES OF
SECURITIES OPTIONS STOCK PRICE APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OPTION TERM(2)
OPTIONS EMPLOYEES PRICE EXPIRATION -----------------------------
NAME GRANTED (#)(1) IN FISCAL YEAR ($/SH) DATE 5% ($) 10% ($)
- ---- -------------- -------------- -------- ---------- ------------- -------------
T. W. Crawford....... 500,000 44.84% $5.08 9/1/14 $1,597,392 $4,048,106
J. F. Giblin......... 30,000 2.70 6.66 2/3/14 125,653 318,430
J. T. Bowman......... 30,000 2.70 6.66 2/3/14 125,653 318,430
J. T. Bowman......... 125,200 11.23 6.36 9/15/14 500,771 1,269,053
W. L. Beach.......... 10,000 0.90 6.66 2/3/14 41,884 106,143
W. B. Swain, Jr. .... 10,000 0.90 6.66 2/3/14 41,884 106,143
G. L. Davis.......... 50,000 4.49 6.66 4/22/04(3) 209,422 530,716
M. G. Long........... 20,000 1.80 6.66 10/15/04(3) 83,769 212,287
</Table>
7
- ---------------
(1) Options granted are with respect to the Company's Class A Common Stock and
become exercisable twenty percent (20%) each year commencing on the first
anniversary of the option grant date, except for the option granted to T. W.
Crawford, which becomes exercisable twenty-five percent (25%) each year
commencing on the first anniversary of the option grant date.
(2) The "Annual Rates of Stock Price Appreciation" set forth in the table are
mandated by the rules of the Securities and Exchange Commission. The Company
gives no assurance that these or any other rates of appreciation can or will
be achieved over the option terms. However, any rates of appreciation that
are achieved will benefit all holders of the Company's Common Stock.
(3) Pursuant to the 1997 Key Employee Stock Option Plan, these options
automatically expire upon termination of the executive's employment since
they had not been held for a period of at least one year at that time.
PENSION PLANS
The following table indicates estimated annual retirement benefits on a
straight line annuity basis payable following retirement at age 65 to
participants at the specified compensation and period of service classifications
under the Company's U.S. defined benefit pension plan, which was frozen for
future benefit accruals at December 31, 2002:
PENSION PLAN TABLE
<Table>
<Caption>
YEARS OF SERVICE AT TIME OF RETIREMENT
---------------------------------------------------------------------
ANNUAL REMUNERATION 15 20 25 30 35 40 45
- ------------------- ------- ------- ------- ------- ------- -------- --------
$125,000.............. $37,500 $50,000 $62,500 $75,000 $87,500 $100,000 $112,500
150,000.............. 45,000 60,000 75,000 90,000 105,000 120,000 135,000
175,000.............. 52,500 70,000 87,500 105,000 122,500 140,000 157,500
200,000.............. 60,000 80,000 100,000 120,000 140,000 160,000 180,000
225,000.............. 67,500 90,000 112,500 135,000 157,500 180,000 202,500
250,000.............. 75,000 100,000 125,000 150,000 175,000 200,000 225,000
300,000.............. 90,000 120,000 150,000 180,000 210,000 240,000 270,000
400,000.............. 120,000 160,000 200,000 240,000 280,000 320,000 360,000
500,000.............. 150,000 200,000 250,000 300,000 350,000 400,000 450,000
600,000.............. 180,000 240,000 300,000 360,000 420,000 480,000 540,000
700,000.............. 210,000 280,000 350,000 420,000 490,000 560,000 630,000
800,000.............. 240,000 320,000 400,000 480,000 560,000 640,000 720,000
</Table>
The Company maintains a non-contributory Retirement Plan for the benefit of
substantially all of the U.S. employees of the Company. The Retirement Plan
provides for annual retirement benefits at Normal Retirement Age (65) equal to
2% of the participant's total compensation (as defined in the Retirement Plan)
for all credited years of service under the Plan. The benefits are not affected
by Social Security benefits payable to the participant; however, they are
actuarially reduced for retirements before the Normal Retirement Age or if the
retiree selects benefits other than an individual life-time annuity. Credited
years of service under the Retirement Plan for Messrs. Giblin, Beach, Swain,
Davis and Long are 15, 8, 13, 27 and 41 respectively. Mr. Bowman and Mr. T. W.
Crawford do not participate in the Retirement Plan. Effective December 31, 2002,
accruals under the Retirement Plan were frozen. In place of the accruals under
the now frozen Retirement Plan, the Company may make a discretionary
contribution to the Defined Contribution Plan for eligible employees based on
years of service and compensation as well as Company financial results.
Additionally, the Company maintains an unfunded Supplemental Executive
Retirement Plan ("SERP") for certain Executive Officers to provide benefits that
would otherwise be payable under the Retirement Plan and/or Defined Contribution
Plan but for limitations placed on covered compensation and benefits under the
Internal Revenue Code. Effective December 31, 2002, accruals under the SERP were
also frozen as to the Retirement Plan. The SERP was amended to allow the
Company, when it elects to make the discretionary
8
contribution to the Defined Contribution Plan for eligible employees, to also
make an additional SERP Service Contribution to the Deferred Compensation Plan
for participants of the SERP. The amounts contributed in 2004 for the Named
Executive Officers are reflected in the All Other Compensation column of the
Summary Compensation Table and footnote 5 thereto.
REPORT OF THE NOMINATING/CORPORATE GOVERNANCE/COMPENSATION
COMMITTEE OF THE BOARD OF DIRECTORS
ON EXECUTIVE COMPENSATION
The Company's executive compensation is administered by the
Nominating/Corporate Governance/ Compensation Committee (the "Committee") of the
Board of Directors which was formed on February 3, 2004. Prior to that, the
Senior Compensation and Stock Option Committee of the Board of Directors
administered the Company's executive compensation. The fundamental philosophy of
the Committee is to ensure that the compensation programs of the Company will
attract and retain key executives critical to its long-term success through the
establishment of a performance-oriented environment that rewards the achievement
of strategic management goals, with the attendant enhancement of shareholder
value.
There are three elements in the Company's executive compensation program,
all related to individual and Company performance:
- Base Salary Compensation
- Annual Incentive Compensation
- Long-term Incentive Compensation
BASE SALARY COMPENSATION
The Company has established a comprehensive Wage and Salary Administration
Policy applicable to the Company and its U.S. subsidiaries. This Policy includes
a program for grading each position, including those of the U.S. Executive
Officers of the Company, to ensure internal equity. Additionally, the Policy
sets forth grade levels and salary ranges for those grade levels, and provides
for annual merit increases tied to individual job performance as measured
through annual performance reviews. Based on published national surveys, the
Company annually establishes merit increase budgets as a percent of current
salaries and any increases in salary ranges for the next fiscal year. Generally,
the Company is at the midpoint of projected merit salary increases and salary
range adjustments as reflected in the national surveys, with some adjustment up
or down depending on prior year pre-tax earnings and revenues of the Company.
Consistent with the overall merit increase percentage, the Company establishes
guidelines for individual salary adjustments based on the individual's
performance rating.
The Committee initially establishes and re-evaluates the salary of the
Chief Executive Officer on an annual basis. In re-evaluating the base salary for
the Chief Executive Officer, the Committee looks primarily at the pre-tax
earnings of the Company in the preceding fiscal year as compared to the prior
fiscal year. The Committee also takes into account external circumstances which
may have impacted that performance which were not within the control of the
Company or its Executive Officers, the increases in the base salaries of other
employees of the Company, and the Committee's assessment of the personal
performance of the Chief Executive Officer during the preceding year. For both
establishing and re-evaluating the base salary of the Chief Executive Officer,
the Committee also looks at market conditions, both within the Company's
industry peer group and otherwise. For the 2004 fiscal year, the Committee
established the Chief Executive Officer's base salary at $525,000 per annum for
G. L. Davis, $450,000 per annum for M. G. Long, and $600,000 per annum for T. W.
Crawford.
ANNUAL INCENTIVE COMPENSATION
Under the Company's 1996 Incentive Compensation Plan, which covers all U.S.
key employees of the Company (other than the Chief Executive Officer), at the
beginning of each fiscal year the Committee
9
establishes pre-tax earnings and revenue thresholds, as well as targeted pre-tax
earnings. A bonus pool is created for sales and marketing key employees based
principally on increases in revenues above the threshold amount, while the bonus
pool for other participants is based primarily on growth in pre-tax earnings
from the threshold amount up to the targeted pre-tax earnings. The Committee has
the discretion to modify the formula for any bonus pool. The bonus pool is
allocated by the Chief Executive Officer to the business units and staff
departments based on his assessment of performance of the business unit and
staff participants, and to each individual participant by the business unit or
staff manager based on the individual's personal performance and salary grade.
The Chief Executive Officer establishes the bonuses for his direct reports.
The Committee sets the bonus for the Chief Executive Officer, based
primarily on pre-tax earnings and the bonuses paid under the 1996 Incentive
Compensation Plan, as a percentage of salary, to the other Executive Officers of
the Company. Historically, the Chief Executive Officer's bonus, as a percentage
of his base salary, has been higher than the average paid to the other Executive
Officers, expressed as a percentage of their base salaries. The Committee
awarded the Chief Executive Officer, Mr. T. W. Crawford, a bonus of $133,333 for
2004, to be paid in 2005. This bonus was based upon Mr. Crawford's role in
improved financial results for the fourth quarter of 2004 (his first full fiscal
quarter), as well as his role in successfully creating and implementing various
operational goals of the Company in order to position the Company to achieve
more beneficial financial results in future quarters.
LONG-TERM INCENTIVE COMPENSATION
Under the Company's 1997 Key Employee Stock Option Plan, officers and other
key employees of the Company are granted options by the Committee to purchase
shares of the Company's Class A Common Stock. The exercise price for all options
granted is set at the market price of the Company's Class A Common Stock on the
date of the option grant and, to the extent permissible under the relevant
provisions of the Internal Revenue Code, the options granted under the Plan are
generally statutory "Incentive Stock Options." The Committee typically reviews
and acts upon the recommendations of the Chief Executive Officer for the grant
of options, on a discretionary basis, annually to the Company's other officers
and key employees. The number of shares of the Company's Class A Common Stock
covered by such options is generally based upon the grade level of the officer
or other key employee's position, with adjustments for extraordinary
performance, but without regard to the individual's stock ownership or the
number of options previously granted. In 2004, as part of the annual grant, the
Committee granted options to G. L. Davis, the then Chief Executive Officer, of
50,000 shares of the Company's Class A Common Stock. Upon his appointment as
Chief Executive Officer on September 1, 2004, T. W. Crawford was granted options
for 500,000 shares of the Company's Class A Common Stock. The grant of such a
significant number of options to Mr. Crawford was made by the Committee to
attract Mr. Crawford to take the Chief Executive Officer position at the
Company, as well as to enable Mr. Crawford to have a significant stake in the
Company's financial results and concomitant share price. It is anticipated that
upon shareholder approval after this year's Annual Meeting of Shareholders, the
Executive Stock Bonus Plan will replace the 1997 Key Employee Stock Option Plan
with respect to new grants of incentive equity compensation.
J. HICKS LANIER
CLARENCE H. RIDLEY
E. JENNER WOOD, III
ROBERT T. JOHNSON
10
STOCK OWNERSHIP INFORMATION
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information, as of March 1, 2005, as to
shares of Class A and Class B Common Stock beneficially owned by each current
Director or nominee for election as a Director, each of the Named Executive
Officers, and all current Directors and Executive Officers as a group. As of
March 1, 2005, 24,179,792 shares of Class A Common Stock and 24,697,172 shares
of Class B Common Stock were outstanding.
<Table>
<Caption>
PERCENT OF
AMOUNT AND NATURE OF TOTAL SHARES
BENEFICIAL OWNERSHIP(1) OUTSTANDING(2)
----------------------- -----------------
NAME CLASS A CLASS B CLASS A CLASS B
- ---- ---------- ---------- ------- -------
Jesse C. Crawford(3)(4)............................. 12,083,158 12,783,181 49.9% 51.8%
J. Hicks Lanier(5)(6)............................... 39,037 3,037 -- --
Larry L. Prince(5)(6)............................... 37,125 1,125 -- --
John A. Williams(5)................................. 36,000 1,500 -- --
E. Jenner Wood, III(5)(6)........................... 36,750 -- -- --
Clarence H. Ridley(7)............................... 18,000 7,000 -- --
Robert T. Johnson(8)................................ 17,000 2,000 -- --
James D. Edwards(8)................................. 15,000 -- -- --
Thomas W. Crawford.................................. 5,000 8,000 -- --
John F. Giblin(9)................................... 238,866 3,000 -- --
Jeffrey T. Bowman(10)............................... 67,745 -- -- --
William L. Beach(11)................................ 52,830 -- -- --
W. Bruce Swain, Jr. (12)............................ 27,900 -- -- --
Grover L. Davis..................................... 4,656 104 -- --
Marshall G. Long.................................... 13,644 -- -- --
---------- ---------- ---- ----
All Directors and Executive Officers as a Group (19
persons)(13)...................................... 12,737,297 12,808,947 51.4 51.9
---------- ---------- ---- ----
</Table>
- ---------------
(1) Except as otherwise indicated in the following footnotes, the persons
possessed sole voting and investment power with respect to all shares set
forth opposite their names.
(2) Except where a percentage is specified, the person's ownership represents
less than 1% of the outstanding shares.
(3) Includes 30,000 shares of Class A Common Stock subject to options
exercisable within sixty (60) days of March 1, 2005.
(4) See Note (4) to the table set forth under "Security Ownership of Certain
Beneficial Owners" below with respect to the Class B Common Stock. The
shares of Class A Common Stock shown as beneficially owned by Jesse C.
Crawford include 53,691 shares held in trust for his son over which he has
voting and shares investment power, and 8,572,012 shares held by Crawford
Partners LP over which he shares voting and investment power.
(5) Includes 36,000 shares of Class A Common Stock subject to options
exercisable within sixty (60) days of March 1, 2005.
(6) Messrs. Lanier and Prince are directors of SunTrust Banks, Inc. Mr. Wood is
Chairman, President and Chief Executive Officer of SunTrust Bank, Central
Group. Messrs. Lanier, Prince and Wood disclaim any beneficial ownership in
shares held by SunTrust Banks, Inc. or any of its banking subsidiaries,
which shares are not reflected in the table. See "Information With Respect
to Certain Business Relationships" and "Security Ownership of Certain
Beneficial Owners."
(footnotes continued on page 12)
11
(7) Includes 18,000 shares of Class A Common Stock subject to options
exercisable within sixty (60) days of March 1, 2005.
(8) Includes 15,000 shares of Class A Common Stock subject to options
exercisable within sixty (60) days of March 1, 2005.
(9) Includes 224,000 shares of Class A Common Stock subject to options
exercisable within sixty (60) days of March 1, 2005.
(10) Includes 58,650 shares of Class A Common Stock subject to options
exercisable within sixty (60) days of March 1, 2005.
(11) Includes 52,500 shares of Class A Common Stock subject to options
exercisable within sixty (60) days of March 1, 2005.
(12) Includes 27,900 shares of Class A Common Stock subject to options
exercisable within sixty (60) days of March 1, 2005.
(13) Includes 8,625,703 shares of Class A Common Stock and 10,901,081 shares of
Class B Common Stock as to which voting or investment power is shared and
628,350 shares of Class A Common Stock subject to options exercisable
within sixty (60) days of March 1, 2005.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information concerning each person
known to the Company to be the "beneficial owner", as such term is defined by
the rules of the Securities and Exchange Commission ("SEC"), of more than 5% of
the outstanding shares of Class B Common Stock of the Company as of March 1,
2005:
<Table>
<Caption>
PERCENT OF
AMOUNT AND NATURE OF CLASS B SHARES
NAME AND ADDRESS BENEFICIAL OWNERSHIP OUTSTANDING
- ---------------- -------------------- --------------
SunTrust Bank.............................................. 12,771,711(1) 51.7%
One Park Place, N.E.
Atlanta, Georgia 30303
Estate of Virginia C. Crawford............................. 8,052,295(1)(4) 32.6%
c/o SunTrust Bank
55 Park Place
Atlanta, Georgia 30303
Linda K. Crawford.......................................... 2,677,372(2)(3) 10.8%
57 N. Green Bay Road
Lake Forest, Illinois 60045
Crawford Partners, L.P. ................................... 2,414,636(1)(4) 9.8%
55 Park Place
Atlanta, Georgia 30303
Jesse C. Crawford.......................................... 12,783,181(1)(4) 51.8%
Crawford Communications, Inc.
3845 Pleasantdale Rd.
Atlanta, Georgia 30340
</Table>
- ---------------
(1) The shares are held by one or more bank subsidiaries of SunTrust Bank in
various fiduciary and agency capacities. SunTrust Bank has sole voting power
with respect to 4,285,266 of such shares. SunTrust Bank has sole investment
power with respect to 4,334,504 of such shares and shares investment power
with respect to 8,437,207 of such shares. SunTrust Bank disclaims any
beneficial interest in any such shares. Included are all of the shares shown
as beneficially owned by Crawford Partners, L.P. and the Estate of Virginia
C. Crawford, and those shares shown as owned by Jesse C. Crawford with whom
investment or voting power is shared.
(footnotes continued on page 13)
12
(2) The shares shown as beneficially owned by Linda K. Crawford include 66,895
shares which are held in a trust established for the benefit of one of the
children of Robert C. Crawford. Under the terms of this trust, Wachovia Bank
NA and another individual share voting power with respect to the shares held
by such trust, and Linda K. Crawford and another individual share investment
power with respect thereto. Linda K. Crawford disclaims any beneficial
interest in any of these shares held in trust.
(3) The shares shown as beneficially owned by Linda K. Crawford include
1,150,500 shares which are held in a trust for the benefit of an adult
daughter of Linda K. Crawford. The daughter has sole voting and investment
power with respect to these shares but has an understanding with Linda K.
Crawford that Linda K. Crawford shall vote these 1,150,500 shares. Linda K.
Crawford disclaims any beneficial interest in any of the shares held in this
trust.
(4) The shares shown as beneficially owned by Jesse C. Crawford include 49,238
shares held in trust for his son over which he has voting and shares
investment power; 2,414,636 shares held by Crawford Partners, L.P. over
which he shares voting and investment power; 8,052,295 shares held in the
Estate of Virginia C. Crawford over which he has voting power and shares
investment power; and 384,912 shares in a trust over which he shares voting
and investment power.
INFORMATION WITH RESPECT TO CERTAIN BUSINESS RELATIONSHIPS AND
RELATED TRANSACTIONS
On September 29, 2004, the Company completed the sale of an undeveloped
parcel of real estate to a limited liability company wholly owned and controlled
by Mr. John A. Williams, a member of the Company's Board of Directors, for a
purchase price of $9.7 million. This purchase price represented a premium over
an independent appraisal value of the property. The Company received cash of
$2.1 million and a $7.6 million first lien mortgage note receivable, at an
effective interest rate of 4% per annum, due in its entirety in 270 days. A
pretax gain of $8.6 million was recognized on the sale. As a result of this
sale, Mr. Williams was determined by the Board not to be independent as a
director.
SunTrust Bank holds 12,771,711 shares of Class B Common Stock of the
Company as of March 1, 2005. See "Stock Ownership Information -- Security
Ownership of Certain Beneficial Owners." SunTrust Bank exercises voting
authority with respect to shares of Class B Common Stock held in fiduciary
capacities. SunTrust Bank is also a lender to the Company. As of the end of the
last fiscal year, the Company was indebted to SunTrust in the amount of
$21,107,969. In addition the Company also maintains a normal commercial banking
relationship with SunTrust Bank, which serves as trustee and investment manager
for the Crawford & Company Retirement Plan and the Crawford & Company Employee
Disability Income Plan. SunTrust also processes checks relating to loss fund
accounts, which are used for payment of the Company's clients' claims. E. Jenner
Wood, III, a Director of the Company, is Chairman of the Board, President and
Chief Executive Officer of SunTrust Bank, Central Group. The Board has
determined that these relationships do not affect Mr. Wood's independence.
13
EQUITY COMPENSATION PLANS
The following table sets forth certain information concerning securities
authorized for issuance under equity compensation plans as of December 31, 2004.
Only the Company's Class A Common Stock is authorized for issuance under these
plans.
<Table>
<Caption>
NUMBER OF SECURITIES
REMAINING AVAILABLE FOR
NUMBER OF SECURITIES TO WEIGHTED-AVERAGE FUTURE ISSUANCE UNDER EQUITY
BE ISSUED UPON EXERCISE EXERCISE PRICE OF COMPENSATION PLANS
OF OUTSTANDING OPTIONS, OUTSTANDING OPTIONS, (EXCLUDING SECURITIES REFLECTED
PLAN CATEGORY WARRANTS AND RIGHTS WARRANTS AND RIGHTS IN COLUMN (A))
- ------------- ----------------------- -------------------- --------------------------------
(A) (B) (C)
Equity compensation plans
approved by security
holders................ 5,223,406 9.83 2,600,545
Equity compensation plans
not approved by
security holders....... N/A N/A N/A
</Table>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and officers, and greater than ten percent (10%) beneficial owners of
the Company's equity securities, to file with the Securities and Exchange
Commission and the New York Stock Exchange reports of ownership and changes in
ownership of common stock and other equity securities of the Company. Officers,
directors and greater than ten percent shareholders are required by the SEC
regulations to furnish the Company with copies of all Section 16(a) forms they
file.
Based solely on a review of the copies of such reports furnished to the
Company or written representations that no other reports are required, the
Company believes that, during the year ending December 31, 2004, all of its
officers, directors and greater than ten percent beneficial owners complied with
applicable filing requirements.
14
FIVE YEAR COMPARATIVE STOCK PERFORMANCE GRAPH
The following line graph compares the cumulative return on the Company's
Class B Common Stock against the cumulative total return on (i) the Standard &
Poors Composite 500 Stock Index and (ii) the Standard & Poors Insurance --
Property and Casualty Index for the five year period commencing January 1, 2000
and ended December 31, 2004:
(PERFORMANCE GRAPH)
<Table>
<Caption>
- -------------------------------------------------------------------------------------
1999 2000 2001 2002 2003 2004
- -------------------------------------------------------------------------------------
Crawford & Company
(Class B) 100.00 89.81 95.95 42.65 62.89 69.81
S&P 500 Index 100.00 90.90 80.09 62.39 80.29 89.03
S&P Property-Casualty
Insurance Index 100.00 155.85 143.35 127.55 161.24 178.04
</Table>
This total shareholders' return model assumes reinvested dividends and is
based on a $100 investment on December 31, 1999.
Prepared by Standard & Poor's Compustat Services, a division of
McGraw-Hill, Inc.
PROPOSAL 2 -- TO APPROVE THE CRAWFORD & COMPANY EXECUTIVE
STOCK BONUS PLAN
GENERAL. Effective March 1, 2005, the Board of Directors adopted the
Crawford & Company Executive Stock Bonus Plan (the "Plan") attached as Appendix
A. Under the Plan, key employees of the Company and its subsidiaries are granted
restricted stock and performance share units, which are collectively referred to
as "Awards". A total of 4,000,000 shares of Class A Common Stock are available
for the grant of Awards under the Plan. In any calendar year, no key employee
may be granted more than 250,000 shares of restricted stock or performance share
units with respect to more than 250,000 shares of Class A Common Stock.
ADMINISTRATION. The Plan is administered by the Nominating/Corporate
Governance/Compensation Committee of the Board of Directors (the "Committee").
The Committee consists of two or more Directors who are "non-employee directors"
within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934 (the
"Exchange Act") and "outside directors" within the meaning of Section 162(m) of
the Internal Revenue Code of 1986 (the "Code"). The Committee determines which
employees of the Company and its subsidiaries will be granted Awards and the
terms of those Awards. The Committee has complete
15
discretionary authority to interpret and administer the Plan and make changes to
the terms and conditions of Awards. The Board has the authority to amend the
Plan.
PERFORMANCE SHARE UNITS. A performance share unit is a book-keeping unit
that has a value equal to the fair market value of one share of Class A Common
Stock. A key employee granted a performance share unit will receive an Award
agreement, which will state the number of performance share units granted, the
performance period and the conditions, if any, under which the performance
shares will vest. Payment of vested performance share units will be made in
Class A Common Stock as soon as practicable after the Committee certifies that
the performance share unit is payable, but in no event later than 2 1/2 months
after the calendar year in which the performance share unit vests. The Company
intends for the payment of performance share units to be exempt from the
application of Section 409A of the Code as a "short-term deferral".
RESTRICTED STOCK. A share of restricted stock is a share of Class A Common
Stock subject to restrictions on vesting. A grant of restricted stock will be
evidenced by an Award agreement, which will state the number of shares of
restricted stock granted, and the conditions, if any, under which the key
employee's interest in the underlying Class A Common Stock becomes vested. Cash
dividends will be paid directly to the key employee holding the restricted
stock. The Award agreement will specify whether a stock dividend will be subject
to the same vesting restrictions as the underlying restricted stock or whether
it will be paid directly to the key employee.
VESTING AND PERFORMANCE GOALS. The vesting conditions for Awards may
relate to employment, performance goals or other conditions. Performance goals
are established by the Committee from one or more of the following business
criteria that are to be achieved during a performance period: (1) revenue
growth, (2) operating earnings and margin, (3) operating cash flow, (4) client
satisfaction, (5) market share, (6) earnings per share, (7) return on equity, or
(8) any other business criteria as may be determined by the Committee.
Performance goals may be based on (i) Company wide performance, (ii) performance
of a subsidiary, division, region, department, function, branch, facility, or
other operational unit of the Company, (iii) individual performance or (iv) any
combination of the above. The vesting of an Award may also be based on the key
employee's achievement of an individual performance goal. The Committee has
complete discretionary authority to determine whether an Award is intended to
comply with the requirements of Section 162(m) of the Code and the regulations
thereunder as "performance-based" compensation.
NON-TRANSFERABILITY. Awards are not transferable except by will or the
laws of descent and distribution. During the key employee's lifetime, Awards may
be exercised only by the key employee.
CHANGE IN CAPITALIZATION. If there is a reorganization, merger,
recapitalization, reclassification, stock split, stock dividend, stock
consolidation or similar event, then appropriate adjustments will be made by the
Committee to the number and kind of shares available for issuance as Awards and
to the number and kind of shares allocated to unvested Awards granted prior to
such change.
CORPORATE TRANSACTIONS. Upon the consummation of (a) dissolution or
liquidation of the Company, (b) a sale of all or substantially all of the assets
of the Company, (c) a reorganization, merger or consolidation of the Company
with one or more corporations where the Company is not the surviving or
resulting corporation, or (d) a reverse merger in which the Company is the
surviving corporation but the shares of Class A Common Stock outstanding
immediately prior to the merger are converted by virtue of the merger to other
property (collectively, a "Terminating Event"), any Award granted prior to the
Terminating Event will vest in full and the payment for a performance share unit
will be prorated for the period of time that has elapsed from the beginning of
the performance period until the time of the Terminating Event.
TERM OF PLAN. The Plan will continue for a period of 10 years from the
date of its adoption, unless it is earlier terminated by the Board.
FEDERAL INCOME TAX CONSEQUENCES. A description of the United States
federal income tax consequences of participation in the Plan under present law
is set forth below. This is only a general summary based on current federal
income tax laws, regulations, and judicial and administrative interpretations
thereof. The
16
federal income tax laws and regulations are frequently amended, and such
amendments may or may not be retroactive with respect to transactions described
herein.
Performance Share Units. A key employee will not be subject to tax upon
the grant of a performance share unit. The key employee will generally recognize
ordinary income equal to the fair market value of the Class A Common Stock
received as payment on a performance share unit in the year that such shares are
transferred to him or her. If the performance share unit is forfeited, the key
employee will not recognize any income. The Company will withhold for any
applicable federal, state and local income and employment taxes. The Company is
entitled to a deduction equal to the amount the key employee includes in
ordinary income in the year of such inclusion.
Under Treasury Regulation 1.83-3(j), special rules apply if a key employee
could be subject to liability under Section 16(b) of the Exchange Act ("Section
16(b)") for selling the shares of Class A Common Stock transferred to the key
employee in settlement of a performance share unit at a profit within 6 months
of the date the "purchase" of such stock occurs.
The tax court has held that a "purchase" of stock under an option for
purposes of Treasury Regulation 1.83-3(j) occurs when there is a "purchase" for
purposes of Section 16(b). The IRS has taken the same position. Although the
Company can find no similar cases or rulings with respect to performance share
units, the Company believes that the same reasoning applied to stock acquired
through the exercise of options should apply to stock acquired through
performance share units, so that the "purchase" of a share of stock acquired
under a performance share unit occurs when there is a "purchase" for Section
16(b) purposes. Under Section 16(b), the "purchase" of a share acquired under a
performance share unit occurs on the date the Committee certifies the number of
shares to be transferred to the key employee in settlement of such performance
share unit (the "determination date").
Therefore, in the event a key employee could be subject to liability under
Section 16(b) of the Exchange Act as described above, the key employee will not
recognize ordinary income on the date the shares of Class A Common Stock are
transferred to him or her, but will recognize ordinary income equal to the fair
market value of such Class A Common Stock on the earlier of 6 months after the
determination date or the date such shares may be sold without any liability to
the key employee under Section 16(b) of the Exchange Act. Alternatively, the key
employee may make an election under Section 83(b) of the Code (no later than 30
days after the transfer of shares) to include in income the fair market value of
such Class A Common Stock on the date the Class A Common Stock is transferred to
the key employee.
Restricted Stock. A key employee generally will not be subject to income
tax upon the grant of restricted stock. When the restricted stock vests, the key
employee will recognize ordinary income in an amount equal to the fair market
value of the class A Common Stock underlying the restricted stock award on the
date of vesting. If the restricted stock is forfeited, the key employee will
recognize no income. Any cash dividends paid on restricted stock will be taxed
as ordinary income in the year the cash dividend is received. Stock dividends
that are subject to vesting restrictions will be taxed as ordinary income in the
year they vest. Stock dividends paid directly to the key employee will be taxed
as ordinary income in the year received by the key employee.
A key employee may elect under section 83(b) of the Code (no later than 30
days after the date of grant) to recognize the fair market value of the shares
of restricted stock as ordinary income at the time the restricted stock award is
granted. A key employee who makes such an election will not recognize ordinary
income when the restricted stock award vests, but if the restricted stock award
is subsequently forfeited, the key employee will not be allowed a deduction.
Further, if the key employee makes such an election, any dividend paid on
restricted stock will be taxed as dividend income in the tax year that the
dividend is received. The Company will withhold for any applicable federal,
state and local income and employment taxes. The Company will be entitled to a
deduction equal to the amount the key employee includes in his or her ordinary
income in the year of such inclusion.
Section 409A. The Company intends for Awards to be exempt from the new
rules for nonqualified deferred compensation plans under Section 409A of the
Code. However, if an Award is subject to
17
Section 409A and if such Award does not meet the requirements of Section 409A,
the key employee will include in gross income in the first year of the failure,
any compensation deferred with respect to the Award for that year and all
previous years (and earnings), to the extent not previously included in income
and not subject to a substantial risk of forfeiture. The Company will receive a
corresponding deduction for the amount included in the key employee's income.
The key employee also will be subject to an additional 20% tax on the amount
included in income, as well as interest at the federal income tax underpayment
rate plus 1% on the amounts that would have been included in income if the
deferral had been included in the key employee's income in the year deferred, or
if later, the year the Award is no longer subject to a substantial risk of
forfeiture.
APPROVAL OF PLAN. The adoption of the Plan must be approved by the
favorable vote of a majority of the shares of Class B Common Stock present and
voting at the Annual Meeting. Proxies solicited by the Board of Directors will
be voted in favor of this proposal, unless the shareholders specify in their
proxies a contrary choice. Abstentions, including broker non-votes, will not be
counted.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL OF
THE CRAWFORD & COMPANY EXECUTIVE STOCK BONUS PLAN.
PROPOSAL 3 -- RATIFICATION OF INDEPENDENT AUDITORS
Ernst & Young LLP has been selected by the Audit Committee of the Board of
Directors to serve as independent auditors for the Company for the fiscal year
2005. Although the selection and appointment of independent auditors is not
required to be submitted to a vote of shareholders, the Board of Directors has
decided, as in the past, to ask the Company's shareholders to ratify this
appointment. Despite the selection of Ernst & Young LLP as the Company's
independent auditors and the ratification by the shareholders of that selection,
the Audit Committee has the power at any time to select another auditor for
2005, without further shareholder action. A representative of Ernst & Young LLP
will be present at the meeting and will be given an opportunity to make a
statement, if he or she desires, and to respond to questions. In addition, a
report of the Audit Committee in connection with the independence of the
auditors, as well as other matters, follows the Board's recommendation on this
matter below.
FEES PAID TO ERNST & YOUNG LLP
In addition to performing the audit of the Company's consolidated financial
statements, Ernst & Young LLP provides some other permitted services to the
Company and its foreign and domestic subsidiaries. Ernst & Young LLP has advised
the Company that it has billed or will bill the Company the below indicated
amounts for the following categories of services for the years ended December
31, 2004 and 2003:
<Table>
<Caption>
2004 2003
---------- --------
Audit fees(1)............................................... $1,845,300 $709,500
Audit related fees(2)....................................... 97,900 54,500
Tax fees(3)................................................. 162,600 189,900
All other fees.............................................. -- --
---------- --------
Total..................................................... $2,105,800 $953,900
</Table>
- ---------------
(1) Audit fees include Sarbanes-Oxley Section 404 related fees.
(2) Audit related fees include: employee benefit plan audits, SAS 70 reports and
accounting consultations.
(3) Tax fees consist principally of professional services rendered by Ernst &
Young LLP for tax compliance and tax planning and advice.
The Audit Committee reviews and pre-approves in addition to all audit
services, all non-audit services provided by the independent auditor. On an
ongoing basis, management communicates specific projects and categories of
services to the Audit Committee on which advance approval is requested. The
Audit Committee
18
reviews these requests and votes by resolution its approval or rejection of such
non-audit services after due deliberation.
SHAREHOLDER VOTE
The proposal to ratify the appointment of Ernst & Young LLP to serve as
independent auditors for the year 2005 will be adopted if the number of votes
cast in favor of ratification exceeds the number of votes cast against
ratification. Votes cast against and abstentions on this matter will be counted
as votes against the matter. Because this is a routine matter, broker non-votes
will not change the number of votes cast for or against the matter. If the
shareholders do not ratify the selection of Ernst & Young LLP, the selection of
the independent auditors for 2005 will be determined by the Audit Committee of
the Board of Directors.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL OF
ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR 2005.
AUDIT COMMITTEE REPORT
In fulfilling its responsibilities to review the Company's financial
reporting process, the Audit Committee (the "Committee") has reviewed and
discussed with the Company's management and the independent auditors the audited
financial statements to be contained in the Annual Report on Form 10-K, for the
fiscal year ended December 31, 2004. Management is responsible for the financial
statements and the reporting process, including the system of internal controls.
Independent auditors are responsible for expressing an opinion on the conformity
of those audited financial statements with accounting principles generally
accepted in the United States.
The Committee discussed with the independent auditors the matters required
to be discussed by Statement on Audit Standards No. 61, Communications with
Audit Committee, as amended. In addition, the Committee has discussed with the
independent auditors the auditors' independence from the Company and its
management, including the matters in the written disclosure required by
Independence Standards Board Standard No. 1, Independence Discussions with Audit
Committees. In determining the independence of the auditors, the Committee has
considered, among other matters, whether the provision of services, other than
those related to the audit of the Company's annual financial statements, is
compatible with maintaining the auditors' independence.
The Committee discussed with the Company's internal and independent
auditors the overall scope and plans for their respective audits. The Committee
meets with the internal and independent auditors, with and without management
present, to discuss the results of their examinations, their evaluations of the
Company's internal controls, and the overall quality of the Company's financial
reporting. The Committee further discussed those items contained in NYSE Listing
Rules Section 303(A)(6) and otherwise complied with the obligations stated
therein. The Committee held four meeting during fiscal year 2004.
In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors, and the Board has approved,
that the audited financial statements be included in the Company's Annual Report
on Form 10-K for the year ended December 31, 2004 for filing with the Securities
and Exchange Commission. The Audit Committee has selected Ernst & Young LLP as
the Company's independent auditors for 2005, with this selection to be ratified
by the shareholders.
ROBERT T. JOHNSON
J. HICKS LANIER
LARRY L. PRINCE
19
FORM 10-K
The Crawford & Company Annual Report on Form 10-K for 2004, filed with the
Securities and Exchange Commission, is available free of charge upon written
request to the Secretary, Crawford & Company, P.O. Box 5047, Atlanta, Georgia
30302 and on the Company's web site www.crawfordandcompany.com.
SHAREHOLDER PROPOSALS
Any shareholder proposal to be presented at the 2006 Annual Meeting of the
Shareholders must be received by the Company no later than November 23, 2005 for
inclusion in the proxy statement for that meeting in accordance with Rule 14a-8
under the Securities Exchange Act of 1934. Pursuant to Rule 14a-4 under the
Securities Exchange Act of 1934 and the By-laws of the Company, the Board of
Directors may exercise discretionary voting authority at the 2006 Annual Meeting
under proxies it solicits to vote on a proposal made by a shareholder that the
shareholder does not seek to include in the Company's proxy statement pursuant
to Rule 14a-8, unless the Company is notified about the proposal prior to
November 23, 2005 and the shareholder satisfies the other requirements of Rule
14a-4(c).
OTHER MATTERS
The minutes of the Annual Meeting of Shareholders held on April 27, 2004
will be presented at the Annual Meeting, but it is not intended that action
taken under the Proxy will constitute approval of the matters referred to in
such minutes. The Board of Directors knows of no other matters to be brought
before the Annual Meeting. If any other matters come before this meeting,
however, the persons named in the Proxy will vote such Proxy in accordance with
their judgment on such matters.
EXPENSES OF SOLICITATION
The cost of solicitation of proxies will be borne by the Company. In an
effort to have as large a representation at the Annual Meeting as possible,
special solicitation of proxies may, in certain instances, be made personally,
or by telephone, electronic mail or by mail by one or more employees of the
Company. The Company may also reimburse brokers, banks, nominees or other
fiduciaries for the reasonable clerical expenses of forwarding the proxy
material to their principals, the beneficial owners of the Company's Class A or
Class B Common Stock.
March 22, 2005
20
APPENDIX A
CRAWFORD & COMPANY
EXECUTIVE STOCK BONUS PLAN
SECTION 1. Plan Established. Effective March 1, 2005, the Board of
Directors of Crawford & Company, a Georgia corporation, adopted this Executive
Stock Bonus Plan, pursuant to which certain of the Key Employees of the Company
and Subsidiary Corporations, may be granted Restricted Stock and Performance
Share Units. The Plan is effective as of the date it is approved by the
shareholders of the Company.
SECTION 2. Purpose of Plan. The purpose of the Plan is to strengthen the
Company and those corporations which are or later become Subsidiary
Corporations, by providing to specific Key Employees added incentives for high
levels of performance and to encourage stock ownership in the Company.
SECTION 3. Definitions:
(a) "Award" means a Restricted Stock or Performance Share Unit award.
(b) "Award Agreement" means the document that sets forth the terms and
conditions of an Award.
(c) "Board" means the Board of Directors of the Company.
(d) "Code" means the Internal Revenue Code of 1986, as amended.
(e) "Committee" means the Nominating/Corporate Governance/Compensation
Committee of the Board, or such other or successor committee as the Board
may, from time to time, establish.
(f) "Company" means Crawford & Company, a Georgia corporation, and any
successor to such corporation.
(g) "Fair Market Value" means (1) the closing price for a share of
Stock on the New York Stock Exchange (or if Stock is no longer traded on
the New York Stock Exchange, on the exchange or quotation system which
reports or quotes the closing price for a share of Stock) as accurately
reported for any date (or, if no shares of Stock are traded on such date,
for the immediately preceding date on which shares of Stock were traded) in
The Wall Street Journal (or if The Wall Street Journal no longer reports
such price, in a newspaper or trade journal selected by the Committee) or
(2) if no such price quotation is available, the price which the Committee,
acting in good faith, determines through any reasonable valuation method
that a share of Stock might change hands between a willing buyer and a
willing seller, neither being under any compulsion to buy or to sell and
both having reasonable knowledge of the relevant facts.
(h) "Individual Performance Goals" means the goal or goals, if any,
established by the Committee for individual performance measures, based on
such objective or subjective criteria as the Committee deems appropriate.
(i) "Key Employee" means a full-time, salaried employee of the Company
or a Subsidiary Corporation, as selected by the Committee.
(j) "Participant" means any Key Employee awarded an Award.
(k) "Performance Goal" means the goal or goals, if any, established by
the Committee based on one or more of the following business criteria that
are to be achieved during a performance period determined by the Committee:
(1) Revenue growth; (2) operating earnings and margin; (3) operating cash
flow; (4) client satisfaction; (5) market share; (6) earnings per share;
(7) return on equity; or (8) any other business criteria as may be
determined by the Committee. Performance Goals may be based (as the
Committee deems appropriate) on (i) Company-wide performance, (ii)
performance of a
A-1
subsidiary, division, region, department, function, branch, facility or
other operational unit of the Company, (iii) individual performance (if
applicable), or (iv) any combination of the foregoing. Performance Goals
may be set in any manner determined by the Committee, including looking to
achievement on an absolute basis or on a relative basis to prior periods or
in relation to peer group, indexes or other external measure of the
selected criteria. When the Committee sets Performance Goals, the Committee
shall establish the general objective rules that the Committee will use to
determine the extent, if any, that a Key Employee's Performance Goals have
been met. In establishing any such objective rules, the Committee may, to
the extent it deems appropriate, take into account any extraordinary or
one-time or other non-recurring items of income or expense or gain or loss
or any events, transactions or other circumstances that the Committee deems
relevant in light of the nature of the Performance Goals set for the Key
Employee or the assumptions made by the Committee regarding such goals.
(l) "Performance Share Unit" means a unit granted pursuant to Section
7, the value of which is equal to the Fair Market Value of one share of
Stock and which is payable in Stock.
(m) "Plan" means this Crawford & Company Executive Stock Bonus Plan,
as amended from time to time.
(n) "Restricted Stock" means Stock granted in accordance with Section
8.
(o) "Stock" means the Class A Common Stock of the Company.
(p) "Subsidiary Corporation" means any corporation which is a
subsidiary corporation (within the meaning of Section 425(f) of the Code)
of the Company.
SECTION 4. Eligibility. Key Employees, who have been selected by the
Committee as provided in Section 5, will be eligible to receive Awards.
SECTION 5. Administration and Grant of Awards. The Plan will be
administered by the Committee consisting of two or more directors appointed by
the Board who are "non-employee directors" (within the meaning of Rule 16b-3 of
the Securities Exchange Act of 1934) and "outside directors" (within the meaning
of Section 162(m) of the Code). Subject to the express provisions of the Plan,
the Committee will have complete authority to determine those Key Employees to
whom the awards may be granted and the time or times, and the price at which
Awards may be granted, the vesting periods, and the number of shares subject to
each Award. Subject to the express provisions of the Plan, the Committee will
also have complete authority to interpret the Plan, to prescribe, amend and
rescind rules and regulations consistent with the Plan and relating to it, to
determine the terms and provisions of each Award Agreement (which need not be
the same), to determine the rights and obligations of Participants under the
Plan, and to make all other determinations necessary or advisable in the
administration of the Plan. The Committee may delegate to executive officers of
the Company the authority, subject to such terms as the Committee shall
determine, to exercise such authority and perform such functions, including,
without limitation, the selection of Participants and the grant of Awards, as
the Committee may determine, to the extent permitted under Rule 16b-3 under the
Exchange Act; provided, however, that the Committee may not delegate the
authority to grant Awards, perform such functions or make any determination
affecting or relating to the executive officers of the Company. Any action of
the Committee or its delegate shall be binding on the Company, each Subsidiary
Corporation on each affected Key Employee and on each other person directly or
indirectly affected by such action.
SECTION 6. Shares Subject to the Plan and Award Limits. There shall be
4,000,000 shares of Stock authorized for issuance under this Plan. The Committee
will determine the number of shares of Restricted Stock and Performance Share
Units awarded to a Participant. However, no Key Employee shall be granted more
than 250,000 shares of Restricted Stock in any calendar year, and no Key
Employee shall be granted Performance Share Units with respect to more than
250,000 shares of Stock in any calendar year. More than one Award may be granted
to the same Key Employee. Any shares of Stock subject to an Award that remain
unissued after the cancellation, expiration or exchange of the Award; any shares
subject to an Award that are forfeited or cancelled; and any shares reflected by
a Performance Share Unit that are not issued due to the failure to satisfy any
vesting conditions with respect to such Performance Share Unit, shall be
available for use
A-2
in future grants under this Plan. In addition, any shares of Stock tendered to
satisfy a withholding obligation shall be available for use in future grants
under this Plan.
SECTION 7. Performance Share Units.
(a) Committee Action. The Committee acting in its absolute discretion may
grant Performance Share Units to Key Employees from time to time. Each such
Performance Share Unit grant shall be evidenced by an Award Agreement, which
shall set forth the number of Performance Share Units granted to the Key
Employee and the performance period for the Award and shall describe the
conditions under which the Performance Share Units will vest and be paid and
such other terms and conditions of the grant as the Committee acting in its
absolute discretion deems appropriate.
(b) Vesting. The Committee acting in its absolute discretion may make
Performance Share Units subject to one or more employment, performance or other
vesting conditions (including, without limitation, Performance Goals and
Individual Performance Goals) that the Committee deems appropriate for Key
Employees generally or for a Key Employee in particular, and the related Award
Agreement shall set forth each vesting condition and the deadline for satisfying
the same.
(c) No Adjustment for Cash Dividends. Except for dividend equivalent
adjustments made by the Committee for stock dividends in accordance with Section
10, there shall be no adjustment to Performance Share Units for dividends paid
by the Company.
(d) Payment of Performance Share Units. Payment of the entire vested
Performance Share Unit or, if the Award provides for partial vesting, the entire
vested portion of such Performance Share Units will be made in Stock as soon as
practicable after the Committee certifies that such Award or portion of an Award
is payable, but in no event later than 2 1/2 months after the calendar year in
which the Performance Share Units become vested.
(e) Section 409A Compliance. The Company intends that any Performance
Share Unit Awards granted hereunder be exempt from the application of Section
409A of the Code and the regulations, rulings and other guidance issued
thereunder (the "Requirements") as a "short-term deferral" and that the
Performance Share Unit Awards be operated in accordance with such Requirements
so that compensation paid in connection with such Awards (and applicable
investment earnings) shall not be included in income under Section 409A. Any
ambiguities in this Plan shall be construed to effect this intent. If any
provision of this Plan is found to be in violation of the Requirements, then
such provision shall be deemed to be modified or restricted to the extent and in
the manner necessary to render such provision in conformity with the
Requirements, or shall be deemed excised from this Plan, and this Plan shall be
construed and enforced to the maximum extent permitted by the Requirements as if
such provision had been originally incorporated in this Plan as so modified or
restricted, or as if such provision had not been originally incorporated in this
Plan, as the case may be.
SECTION 8. Restricted Stock.
(a) Committee Action. The Committee acting in its absolute discretion may
grant Restricted Stock to Key Employees from time to time and may make
Restricted Stock grants in exchange for the cancellation of an outstanding
Restricted Stock grant. Each grant of Restricted Stock shall be evidenced by an
Award Agreement, which shall describe the conditions under which the Key
Employee's interest in the underlying Stock will become nonforfeitable,
consistent with Section 8(b) below.
(b) Forfeiture Conditions. The Committee acting in its absolute discretion
may make the forfeiture of Restricted Stock subject to the satisfaction of any
conditions (including, without limitation, Performance Goals) that the Committee
deems appropriate for Key Employees generally or for a Key Employee in
particular, and the Award Agreement shall describe each such condition and the
deadline for satisfying each such condition. A Key Employee's nonforfeitable
interest in Restricted Stock shall depend on the extent he or she timely
satisfies each forfeiture condition. The Company or its agent may retain custody
of the Restricted Stock pending the satisfaction of any forfeiture conditions
applicable thereto.
(c) Dividends and Voting Rights. Any cash dividend declared on Restricted
Stock shall be paid directly to the Key Employee holding such Restricted Stock.
The Award Agreement shall specify whether a Stock dividend shall be treated as
(1) Restricted Stock, and a Key Employee's interest in such Stock dividend
A-3
shall be forfeited or shall become nonforfeitable at the same time as the
Restricted Stock is forfeited or becomes nonforfeitable or (2) in the same
manner as a cash dividend and shall be transferred to the Key Employee. The
disposition of each other form of dividend declared on Restricted Stock shall be
made in accordance with such rules as the Committee shall adopt. A Key Employee
shall have the right to vote Restricted Stock, to the extent such Restricted
Stock has voting rights.
(d) Satisfaction of Forfeiture Conditions. Shares of Stock shall cease to
be Restricted Stock at such time as provided in the Award Agreement.
SECTION 9. Non-Transferable. No Award will be assignable or transferable
except by will or by laws of descent and distribution. Any other attempted
assignment or transfer, or any attempted pledge, hypothecation or other
disposition of, or levy of any execution, attachment or similar process upon any
Award will be null and void and without effect.
SECTION 10. Change in Capitalization. If the outstanding shares of Stock
are increased, decreased, or changed into, or exchanged for a different number
or kind of shares or securities of the Company, without receipt of consideration
by the Company, through reorganization, merger, recapitalization,
reclassification, stock split, stock dividend, stock consolidation, or
otherwise, an appropriate and proportionate adjustment will be made in the
number and kind of shares as to which Awards may be granted. A corresponding
adjustment changing the number or kind of shares allocated to unvested Awards,
or portions thereof, which will have been granted prior to any such change will
likewise be made. Adjustments under this Section will be made by the Board or
the Committee, whose determination as to what adjustments will be made, and to
the extent thereof, will be final and conclusive. No fractional shares of Stock
will be issued under the Plan on account of any such adjustment.
SECTION 11. Corporate Transactions. Upon the consummation of (a) the
dissolution or liquidation of the Company, (b) a reorganization, merger or
consolidation of the Company with one or more corporations as a result of which
the Company will not be the surviving or resulting corporation, (c) a sale of
substantially all of the assets of the Company to another person, or (d) a
reverse merger in which the Company is the surviving corporation but the shares
of the Stock outstanding immediately preceding the merger are converted by
virtue of the merger to other property (a "Terminating Event"), any Award
granted prior to the Terminating Event will vest in full and a Performance Share
Unit Award shall be paid out as if all of the Performance Goals, Individual
Performance Goals or other vesting conditions had been satisfied in full, but
prorated for the period of time that has elapsed from the beginning of the
performance period for such Award until the consummation of the corporate
transaction described in this Section 11.
SECTION 12. Disposition of Shares. Any Participant who acquires Stock
pursuant to an Award will, so long as he or she remains an employee of the
Company or Subsidiary Corporation, be obligated to advise the Company in the
case of each sale or other disposition of any Stock so acquired, such advice to
be given to the Company immediately upon the occurrence of any such sale or
other disposition.
SECTION 13. Award Agreement. Each Award granted will be evidenced by a
written Award Agreement executed by the Company, and will contain each of the
provisions and agreements herein specifically required to be contained therein,
and in addition it may contain other terms and conditions as the Committee may
deem desirable and which are not inconsistent with the Plan.
SECTION 14. Amendment of Plan. The Board may make changes in the Plan,
and the Committee may, with consent of the Participant, make changes in the
terms and conditions of his or her Award, as they will deem advisable; provided,
however, an Award may be amended by the Committee unilaterally to the extent the
Committee deems it necessary to comply with Section 409A of the Code and in the
event any such changes in the Plan would require shareholder approval under
applicable law or stock exchange rules, such changes shall be subject to
shareholder approval.
SECTION 15. Termination of Plan. The Plan will continue for a period of
10 years from the date upon which it is adopted; provided however, that the
Board may terminate the Plan at any time within its absolute discretion. No such
termination, other than as provided for in Section 11, Corporate Transactions,
will in any way affect any Award then outstanding.
A-4
SECTION 16. Applicable Law; Severability; Interpretation. The Plan will
be construed, administered, and governed in all respects in accordance with the
laws of the State of Georgia. If any provision of the Plan will be held by a
court of competent jurisdiction to be invalid or unenforceable, the remaining
provisions of the Plan will continue to be fully effective. For purposes of this
Plan, references to the masculine shall include the feminine, reference to the
singular shall include the plural, and references to the plural shall include
the singular.
SECTION 17. Shares Reserved. The Company will at all times during the
term of the Plan reserve and keep available the number of shares of Stock as
will be sufficient to satisfy the requirements of the Plan, and will pay all
fees and expenses necessarily incurred by the Company in connection therewith.
SECTION 18. No Shareholder Rights. Except as provided in Section 8,
Restricted Stock, no Participant shall have any rights as a shareholder of the
Company as a result of the grant of an Award to him or her under this Plan or
his or her exercise of such Award pending the actual delivery of Stock subject
to such Award to such Participant.
SECTION 19. No Contract of Employment. The grant of an Award under this
Plan shall not constitute a contract of employment and shall not confer on a
Participant any rights in connection with the termination of his or her
employment in addition to those rights, if any, expressly set forth in the Award
Agreement that evidences his or her Award.
SECTION 20. Titles. Titles are provided in this Plan for convenience only
and are not to serve as a basis for interpretation or construction of the Plan.
SECTION 21. Securities Registration. Each Award Agreement shall provide
that, upon the receipt of Stock, the Key Employee shall, if so requested by the
Company, (a) hold such Stock for investment and not with a view of resale or
distribution to the public and (b) deliver to the Company a written statement
satisfactory to the Company to that effect. As for Stock issued pursuant to this
Plan, the Company at its expense shall take such action as it deems necessary or
appropriate to register the original issuance of such Stock to a Key Employee
under the 1933 Act or under any other applicable securities laws or to qualify
such Stock for an exemption under any such laws prior to the issuance of such
Stock to a Key Employee; however, the Company shall have no obligation
whatsoever to take any such action in connection with the transfer, resale or
other disposition of such Stock by a Key Employee.
SECTION 22. Withholding. Each Award shall be made subject to the
condition that the Key Employee consents to whatever action the Committee
directs to satisfy the minimum statutory federal and state tax withholding
requirements, if any, that the Committee in its discretion deems applicable to
the exercise of such Award or the satisfaction of any forfeiture or vesting
conditions with respect to such Award. A Key Employee may elect to satisfy such
minimum federal and state tax withholding requirements through a reduction in
the number of shares of Stock actually transferred to him or to her under this
Plan. No withholding shall be effected under this Plan that exceeds the minimum
statutory federal and state withholding requirements.
SECTION 23. Construction. All references to sections (sec.) are to
sections (sec.) of this Plan unless otherwise indicated. The headings to
sections in this Plan have been included for convenience of reference only. This
Plan shall be construed under the laws of the State of Georgia.
SECTION 24. Other Conditions. Each Award Agreement may require that a Key
Employee enter into any agreement or make such representations prepared by the
Company, including any agreement that restricts the transfer of Stock acquired
pursuant to such Award or provides for the repurchase of such Stock by the
Company under certain circumstances.
SECTION 25. Rule 16b-3. The Committee shall have the right to amend any
Award or to withhold or otherwise restrict the transfer of any Stock under this
Plan to a Key Employee as the Committee deems appropriate in order to satisfy
any condition or requirement under Rule 16b-3 to the extent Rule 16 of the 1934
Act might be applicable to such grant or transfer.
A-5
SECTION 26. Performance-Based Compensation under Section 162(m) of the
Code. The Committee shall have full and absolute discretion to determine
whether an Award granted under this Plan is intended to comply with the
requirements of Section 162(m) of the Code and the regulations thereunder as
"performance-based" compensation.
A-6
CRAWFORD & COMPANY
PROXY
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 26, 2005. THIS PROXY IS
SOLICITED BY THE BOARD OF DIRECTORS.
The undersigned hereby appoints T. W. Crawford, J. F. Giblin and P. J. Rescigno,
and each of them, proxies with full power of substitution, for and in the name
of the undersigned, to vote all shares of Class B Common Stock of Crawford &
Company which the undersigned would be entitled to vote if personally present at
the Annual Meeting of Shareholders of Crawford & Company to be held in the Home
Office Building of Crawford & Company, 5620 Glenridge Drive, N.E., Atlanta,
Georgia on April 26, 2005 at 2:00 P.M., and at any adjournment or postponement
thereof, upon the matters described in the accompanying Notice of Annual Meeting
and Proxy Statement and upon any other business that may properly come before
the meeting or any adjournment or postponement thereof, hereby revoking any
proxy heretofore executed by the undersigned to vote at said meeting. Said
proxies are directed to vote on the matters described in the accompanying Proxy
Statement as follows, and otherwise in their discretion:
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" PROPOSALS 1, 2 AND 3
1. Proposal to elect the nine (9) nominees listed below as Directors (except as
indicated to the contrary below).
<Table>
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote for all
(except as indicated to the contrary) nominees listed below
</Table>
NOMINEES: J. H. Lanier, J. C. Crawford, L. L. Prince, J. A. Williams, E.
J. Wood, III, C. H. Ridley, R. T Johnson, J. D. Edwards, and T. W.
Crawford.
(INSTRUCTIONS: To withhold authority to vote for any individual nominee,
write the name of nominee in the space provided below)
- --------------------------------------------------------------------------------
2. Proposal to approve the Crawford & Company Executive Stock Bonus Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Proposal to approve the ratification of Ernst & Young LLP as the independent
auditors of the Company for the 2005 fiscal year.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THIS PROXY WILL BE VOTED AS DIRECTED ABOVE, OR IF NO DIRECTION IS INDICATED,
WILL BE VOTED IN ACCORDANCE WITH THE BOARD'S RECOMMENDATIONS AS SET FORTH ABOVE.
The undersigned acknowledges receipt with this Proxy of a copy of the Notice
of Annual Meeting of Shareholders and the Proxy Statement dated March 22, 2005.
Dated: -------------------, 2005
--------------------------------
--------------------------------
Signature of Shareholder
IMPORTANT: Please date this
Proxy and sign exactly as your
name or names appear hereon. If
shares are held jointly,
signatures should include both
names. Executors,
administrators, trustees,
guardians and others signing in
a representative capacity,
please give your full title. If
a corporation, please sign in
full corporate name by President
or other authorized officer. If
a partnership, please sign in
partnership name by authorized
person.