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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant / /
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
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):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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:
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CRAWFORD & COMPANY
P.O. BOX 5047
ATLANTA, GEORGIA 30302
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 25, 1995
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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 25,
1995, at 2:00 p.m., local time, for the following purposes:
1. To elect ten (10) Directors to serve until the next Annual Meeting
of Shareholders and until their successors are elected and qualified; and
2. To transact any and all other such business as may properly come
before the meeting or any adjournment thereof.
Information relating to the above matters is set forth in the accompanying
Proxy Statement dated March 30, 1995. Only shareholders of record of Class B
Common Stock of the Company as of the close of business on March 15, 1995 will
be entitled to vote at the meeting and any adjournment thereof.
By Order of The Board of Directors
JUDD F. OSTEN, Secretary
Atlanta, Georgia
March 30, 1995
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.
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CRAWFORD & COMPANY
P.O. BOX 5047
ATLANTA, GEORGIA 30302
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PROXY STATEMENT
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ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 25, 1995
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 25, 1995 at 2:00
p.m., local time, and any adjournment 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 thereof as directed by the shareholder
executing the Proxy unless it is revoked. If no directions are given on the
Proxy with respect to election of Directors, the shares represented by the Proxy
will be voted for the below listed nominees. 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 15, 1995 (the "Record Date") will be entitled to
vote at the Annual Meeting. As of that date, the Company had outstanding
17,440,408 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, 1994 is enclosed herewith. This Proxy
Statement and the accompanying Proxy are being first mailed to Class B Common
Stock shareholders on or about March 30, 1995.
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.
Representatives of Arthur Andersen LLP, which served as auditors of the
Company in 1994, will be present at the meeting and will be given the
opportunity to make a statement, if they desire, and to respond to questions.
ELECTION OF DIRECTORS
NOMINEES AND VOTING
The By-Laws of the Company provide that the number of Directors which shall
constitute the full Board of Directors shall be ten and the shareholders shall
elect the Directors at each Annual Meeting. The Board of Directors has nominated
the ten persons listed below as Directors, to hold office until the next Annual
Meeting and until their successors are elected and qualified. Each nominee is a
member of the present Board of Directors and, except for Mr. Smith, was elected
by the shareholders at the last Annual Meeting on April 26, 1994. 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.
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NOMINEE INFORMATION
The following table gives certain information as to each person nominated
by the Board of Directors for election as a Director:
PRINCIPAL OCCUPATION DIRECTOR
NAME AGE AND DIRECTORSHIPS SINCE
- --------------------- --- ---------------------------------------------------- --------
Virginia C. Crawford 68 Chairman of the Executive Committee and a Vice 1950
President of the Company.
Forrest L. Minix 67 Chairman of the Board and Chief Executive Officer of 1973
the Company.
J. Hicks Lanier 54 Chairman of the Board of Oxford Industries, Inc., a 1976
manufacturer of apparel products; Director of
Trust Company of Georgia and Shaw Industries, Inc.
Charles Flather 61 Managing partner of Middlegreen Associates, Boston, 1978
Massachusetts, an investment management company;
Director of Asia Strategic Growth Fund, Inc.
Jesse S. Hall 65 Retired, former Executive Vice President, 1979
responsible for Trust and Investment Management
activities of SunTrust Banks, Inc.
Linda K. Crawford 52 Private investor. 1980
Jesse C. Crawford 46 President of Crawford Communications, Inc., a 1986
full-service provider of teleproduction services
including audio/video production and post
production, multimedia title design, satellite
services, animation, and special effects.
Larry L. Prince 56 Chairman of the Board, Chief Executive Officer and 1987
Director of Genuine Parts Company, a service
organization engaged in automotive and industrial
parts and office products distribution; Director
of Equifax, Inc., Trust Company of Georgia, and
John Harland Co.
William R. Goodell 39 Partner in the law firm of King & Spalding. 1994
Dennis A. Smith 45 President and Chief Operating Officer of the Company 1994
Mr. Smith has held his present position since November, 1994 and for more
than five years prior thereto held other executive officer positions with the
Company. Mr. Hall retired on October 1, 1994 from his position with SunTrust
Banks. The principal occupation or employment of each of the other nominees
during the past five years has been as indicated in the above table.
Jesse C. Crawford is the son of Virginia C. Crawford and Linda K. Crawford
is the widow of Virginia C. Crawford's step-son.
SPECIAL COMMITTEES AND ATTENDANCE AT BOARD AND COMMITTEE MEETINGS
The Board of Directors has three standing committees. The Executive
Committee consists of Virginia C. Crawford as Chairman, and Forrest L. Minix,
Larry L. Prince, Jesse S. Hall, and Jesse C. Crawford as members. The Audit
Committee consists of Charles Flather as Chairman, and J. Hicks Lanier, William
R. Goodell and Larry L. Prince as members. The Senior Compensation and Stock
Option Committee consists of J. Hicks Lanier as Chairman, with Virginia C.
Crawford, Jesse S. Hall, Linda K. Crawford and Charles Flather as members. The
Board of Directors does not have a standing nominating committee.
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 two
meetings during 1994.
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The Audit Committee makes recommendations concerning the engagement or
discharge of 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
considers the range of the independent auditor's audit and non-audit fees. The
Audit Committee held two meetings during 1994.
The Senior Compensation and Stock Option Committee formulates and approves
salaries, grants of stock options and other compensation to the Chairman of the
Board and President and, upon recommendation by the Chairman of the Board and
President, salaries, grants of options and other compensation for all other
Officers of the Company. The Senior Compensation and Stock Option Committee held
one meeting during 1994.
During 1994, the Board of Directors held four 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.
COMPENSATION
Each Director of the Company received a quarterly fee of $2,000, and $250
for each Board of Directors and Committee meeting attended during 1994.
SHAREHOLDER VOTE
Each share of Class B Common Stock is entitled to cast an affirmative vote
for up to ten (10) Director nominees. Cumulative voting is not permitted. The
ten nominees for Director who receive the highest number of votes cast, in
person or by proxy, at the Annual Meeting will be elected Directors. Negative
votes or abstentions, including broker non-votes, will not be counted.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR ITS NOMINEES FOR
DIRECTORS.
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EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table provides certain summary information for the fiscal
years ending December 31, 1994, 1993, and 1992, concerning compensation paid to
or accrued by the Company for those persons who were, at December 31, 1994, (i)
the Chief Executive Officer, or (ii) the other four most highly compensated
Executive Officers of the Company (hereinafter collectively referred to as the
Named Executive Officers):
SUMMARY COMPENSATION TABLE
LONG TERM COMPENSATION
--------------------------------
AWARDS PAYOUTS
------------------ -----------
ANNUAL COMPENSATION SECURITIES
NAME AND PRINCIPAL ----------------------------- UNDERLYING LTIP ALL OTHER
POSITION YEAR SALARY ($) BONUS ($) OPTIONS/SARS(#)(1) PAYOUTS ($) COMPENSATION ($)(2)
- --------------------- ---- ---------- --------- ------------------ ----------- -------------------
F. L. Minix.......... 1994 $ 495,307 $ 235,000 0 $ 0 $ 3,768
Chairman and Chief 1993 496,452 145,300 0 753,245 3,768
Executive Officer 1992 473,668 170,000 0 0 2,918
D. A. Smith.......... 1994 254,167 100,000 30,500 0 1,248
President and Chief 1993 237,629 38,623 5,000 381,425 1,248
Operating Officer 1992 308,033 60,000 4,500 0 1,302
P. A. Bollinger...... 1994 251,443 62,860 5,000 0 2,553
President 1993 231,443 39,706 5,000 384,054 2,532
Risk Management 1992 222,541 77,889 5,500 0 2,588
Services
D. R. Chapman........ 1994 225,484 55,919 5,000 0 2,190
Executive Vice 1993 225,629 38,121 5,000 366,537 1,848
President 1992 215,194 63,908 6,000 0 1,902
Finance
R.P. Albright........ 1994 191,750 41,418 4,000 0 1,848
President 1993 191,750 27,036 3,000 219,475 1,848
HealthCare 1992 184,375 36,875 3,000 0 1,848
Management
- ---------------
(1) Represents shares of the Company's Class A Common Stock.
(2) "All Other Compensation" for 1994 consists of contributions for the account
of each of the Named Executive Officers to the Company's Savings and
Investment Plan of $750, and the balance for each of the Named Executive
Officers represents premium payments made by the Company on term life
insurance policies for such individual's benefit.
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STOCK OPTION EXERCISES AND YEAR-END VALUES
The following table provides information concerning the exercise of stock
options during the last fiscal year and unexercised options held as of the end
of the fiscal year with respect to the Named Executive Officers:
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
NUMBER OF
SECURITIES UNDERLYING
UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS AT IN-THE-MONEY OPTIONS/
FY-END (#) SARS AT FY-END ($)
SHARES ACQUIRED VALUE --------------------- ---------------------
ON EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#)(1) ($)(1)(2) UNEXERCISABLE(3) UNEXERCISABLE(3)
---------------------- --------------- --------------- --------------------- ---------------------
F. L. Minix........... 0 $ 0 150,000/ $ 93,750/
0 0 0
D. A. Smith........... 3000A 64,626 23,700/ 63,813/
3000B 42,100 6,875
P. A. Bollinger....... 1200A 18,300 12,600/ 4,000/
1200B 14,008 1,000
D. R. Chapman......... 0 0 18,800/ 39,500/
0 17,400 1,000
R. P. Albright........ 0 0 20,100/ 102,551/
0 10,200 625
- ---------------
(1) Represents the number of shares of the Company's Class A Common Stock and
Class B Common Stock, respectively, issued upon exercise of outstanding
options during the fiscal year and the aggregate "Value Realized."
(2) "Value Realized" is a hypothetical calculation required by rules of the
Securities and Exchange Commission, representing (A) the difference between
(i) the closing price of the Stock on the New York Stock Exchange on the
date of exercise, and (ii) the per-share exercise price of the option,
multiplied by (B) the number of shares acquired. None of the shares
acquired on exercise were sold by the Named Executive Officer and the
profit or loss ultimately realized by the Named Executive Officer will be
the difference, if any, between (i) the sale price of the shares when sold
and (ii) the exercise price.
(3) Represents the aggregate number of shares of Class A Common Stock and Class
B 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, 1994 based on the closing price for the Class A and Class B
shares on the New York Stock Exchange on that date. The upper number
relates to options exercisable at fiscal year end and the lower number
relates to options which were not exercisable on that date.
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STOCK OPTION GRANTS
The following table provides information concerning the grant of stock
options under the Company's 1990 Stock Option Plan during the fiscal year ended
December 31, 1994:
OPTION GRANTS IN LAST FISCAL YEAR
POTENTIAL REALIZABLE VALUE AT
INDIVIDUAL GRANTS ASSUMED ANNUAL RATES OF
---------------------------------------------------------- STOCK PRICE APPRECIATION FOR
NUMBER OF SECURITIES OPTION TERM(2)
UNDERLYING % OF TOTAL OPTIONS ---------------------------------------------
OPTIONS GRANTED TO EMPLOYEES EXERCISE EXPIRATION 0%
NAME GRANTED(#)(1) IN FISCAL YEAR PRICE ($/SH) DATE ($) 5% ($) 10% ($)
- -------- -------------------- -------------------- ------------ ---------- ----- ----------------- -----------------
D. A.
Smith... 5,000 2.05% $16.88 1/25/2004 $ 0 $ 53,063 $134,472
25,500 10.45% $15.50 11/01/2004 0 248,571 629,927
P. A.
Bollinger.. 5,000 2.05% $16.88 1/25/2004 0 53,079 134,512
D. R.
Chapman.. 5,000 2.05% $16.88 1/25/2004 0 53,079 134,512
R. P.
Albright... 4,000 1.64% $16.88 1/25/2004 0 42,463 107,609
All
Shareholders.. $349.7 million(3) $886.3 million(3)
- ---------------
(1) Options granted are with respect to the Company's Class A Common Stock and
become exercisable twenty percent (20%) each year commencing on the first
anniversary of the option grant date.
(2) The "Annual Rates of Stock Price Appreciation" set forth in the table are
mandated by the rules of the Securities and Exchange Commission. The
Company gives no assurance that these or any other rates of appreciation
can or will be achieved over the ten year option term. However, any rates
of appreciation that are achieved will benefit all holders of the Company's
Common Stock.
(3) Represents the increase in the aggregate market value of the Company's
outstanding Class A and Class B Common Stock at December 31, 1994, assuming
a 5% and 10% annual rate of appreciation in the respective stock prices
over the ensuing ten (10) years.
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LONG-TERM INCENTIVE PLAN AWARDS
The following table provides information concerning the participation of
the Named Executive Officers in the Company's Long-Term Executive Bonus Plan for
Plan Years 1994-1996:
ESTIMATED FUTURE PAYOUTS
UNDER NON-STOCK PRICE-BASED PLANS
NUMBER OF -------------------------------------------
SHARES, PERFORMANCE OR OTHER THRESHOLD
UNITS OR OTHER PERIOD UNTIL ($ OR TARGET MAXIMUM
NAME RIGHTS (#)(1) MATURATION OR PAYOUT #)(2) ($ OR #)(3)(5) ($ OR #)(4)(5)
- --------------------------- --------------- -------------------- --------- -------------- --------------
F. L. Minix................ 1 1/1/94-12/31/96 $ 0 $165,937 $2,415,159
D. A. Smith................ 1 1/1/94-12/31/96 0 84,027 603,788
P. A. Bollinger............ 1 1/1/94-12/31/96 0 84,606 603,788
D. R. Chapman.............. 1 1/1/94-12/31/96 0 80,747 603,788
R. P. Albright............. 1 1/1/94-12/31/96 0 48,350 603,788
- ---------------
(1) Each of the Named Executive Officers is a participant in the Company's
Long-Term Executive Bonus Plan for Plan Years 1994-1996. For a description
of the Plan see "Report of the Senior Compensation and Stock Option
Committee of the Board of Directors on Executive Compensation", below.
(2) Assumes no aggregate increase in adjusted pre-tax earnings of the Company
over the performance period, which would result in no bonuses under the
Plan.
(3) Assumes an average five percent (5%) increase in adjusted pre-tax earnings
over the performance period and assumes that each Named Executive Officer
receives the same percentage of the total amount available for distribution
under the Plan as that individual received with respect to the 1991-1993
fiscal years, without adjustment for any changes in duties or
responsibilities since that period ended.
(4) Assumes an average ten percent (10%) increase in adjusted pre-tax earnings
over the performance period and that the Chief Executive Officer receives
the maximum amount which may be allocated him under the Plan and the
balance is equally divided between the other Named Executive Officers.
(5) These are purely hypothetical situations, as the Plan has no "Target" or
"Maximum", and the amount, if any, distributed to each participant,
including the Named Executive Officers, will be determined by the actual
increase in adjusted pre-tax earnings over the performance period and,
subject to the limitations set forth in the Plan, the establishment of
individual awards by the Senior Compensation and Stock Option Committee in
the case of the Chief Executive Officer's award, and for all other
participants, including the other Named Executive Officers, the setting of
individual awards by the Chief Executive Officer.
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 defined benefit pension plans:
PENSION PLAN TABLE
YEARS OF SERVICE
--------------------------------------------------------------------------
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 87,500 105,00 122,500 140,000 157,500
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
The Company maintains a non-contributory Retirement Plan for the benefit of
substantially all of the employees of the Company. The Retirement Plan provides
for annual retirement benefits at Normal
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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. Additionally, the Company maintains an unfunded
Supplemental Executive Retirement Plan for certain Executive Officers, including
all of the Named Executive Officers, to provide benefits that would otherwise be
payable under the Retirement Plan but for limitations placed on covered
compensation and benefits under the Internal Revenue Code. Credited years of
service under the Retirement Plan for Messrs. Minix, Smith, Bollinger, Chapman
and Albright are 43, 22, 34, 14, and 27, respectively.
REPORT OF THE SENIOR COMPENSATION AND STOCK OPTION
COMMITTEE OF THE BOARD OF DIRECTORS
ON EXECUTIVE COMPENSATION
The Company's executive compensation program is administered by the Senior
Compensation and Stock Option Committee (the "Committee") of the Board of
Directors, composed of the Directors whose names are listed below this report.
The fundamental philosophy of the Committee is to insure 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.
The Revenue Reconciliation Act of 1993 added a new Section 162(m) to the
Internal Revenue Code which disallows a tax deduction for any publicly held
corporation for remuneration exceeding $1,000,000 in any taxable year paid to
that corporation's chief executive officer or any of the named executive
officers. Excluded from this non-deductibility rule is "performance based
compensation", if performance goals are set by an independent compensation
committee and the terms of the plan are approved by the shareholders before
payment of the remuneration. The Committee strongly supports the concept of
performance based compensation, with increases in either the Company's pre-tax
earnings or stock price being the key elements in both the annual and long-term
incentive programs adopted by the Committee for the Company's key employees. The
Internal Revenue Service issued proposed regulations with respect to Section
162(m) on December 20, 1993 and on December 2, 1994 issued amendments to those
proposed regulations. Pending the adoption of final regulations by the Internal
Revenue Service, neither the Board of Directors nor the Committee has taken any
action with respect to Section 162(m), except that under the Long-Term Executive
Bonus Plan adopted by the Committee in January, 1994, payment of the portion of
any bonus thereunder which would not be deductible by the Company by virtue of
Section 162(m) will be deferred to the next year in which such payment is
deductible by the Company. Historically, the Company has never paid an Executive
Officer aggregate compensation in any one year in excess of $1,000,000, except
in those years when a long-term bonus has been paid to the Chief Executive
Officer.
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. This Policy includes a program for grading each position, including
those of the Executive Officers of the Company, to insure 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,
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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 reevaluates and sets the salary of the Chief
Executive Officer and President on an annual basis. In establishing the base
salary for the Chief Executive Officer and President, the Committee looks
primarily at the pre-tax earnings and gross revenues of the Company in the
proceeding fiscal year as compared to the prior fiscal year. It also takes into
account unusual 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
Committees's assessment of the personal performance of the Chief Executive
Officer and President during the preceding year. As part of a cost-control
program for 1994, Mr. Minix, who at the time was Chief Executive Officer and
President, froze salaries of all senior management of the Company and the normal
annual merit increases were not granted in 1994 to those individuals. At his
request, the Committee did not review Mr. Minix's base salary for 1994 and it
remained at its 1993 level. At the time of Mr. Smith's promotion to President in
November of 1994, his base salary was increased to $300,000 per annum to reflect
his increased responsibilities.
ANNUAL INCENTIVE COMPENSATION
Under the Company's Annual Incentive Compensation Plan, which covers all
key employees of the Company (including all Executive Officers), at the
beginning of each fiscal year the Committee establishes a pre-tax earnings
threshold below which no amounts will be set aside for annual bonuses in that
year, as well as targeted pre-tax earnings, the achievement of which would
generate a bonus pool equivalent to forty percent (40%) of the aggregate annual
base salaries of all participants. For participants other than the Chief
Executive Officer and President, individual bonuses are allocated from the bonus
pool based primarily on the participant's base salary, adjusted for the
performance of the business unit of which he or she is a part in the case of
operational participants, and his or her personal performance. The Committee
sets the bonus allocation for the Chief Executive Officer and President, based
primarily on pre-tax earnings and revenues. With the Company achieving an
approximate 5% increase in pre-tax earnings on a 2% increase in gross revenues
for 1994, the Committee awarded bonuses of $235,000 to Mr. Minix and $100,000 to
Mr. Smith.
LONG-TERM INCENTIVE COMPENSATION
The Company's long-term incentive compensation consists of two programs.
The first of these is the Company's 1990 Stock Option Plan under which Officers
and 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 statutory "Incentive Stock Options". The Committee has authorized the
grant of options under the Plan covering a specified number of shares of the
Company's Class A Common Stock to participants on the occasion of their election
or appointment to that position or subsequent promotion. Additionally, 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 key employee's position, with some adjustment
for extraordinary performance, but without regard to the individual's stock
ownership or the number of options previously granted. The Committee believes
that unexercised options previously granted to Mr. Minix provided sufficient
performance incentive for him to enhance shareholder value and has not granted
additional options to Mr. Minix since January of 1990. However, during 1994, the
Committee extended the term of a previously granted option that was to expire in
1995 to 1998. Additionally, the Committee awarded Mr. Smith an option covering
25,000 shares of the Company's Class A Common Stock in November of 1994 on the
occasion of his promotion to President of the Company as an additional
performance incentive.
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The second element of the Company's long-term incentive compensation is the
Long-Term Executive Bonus Plan for Plan Years 1994-1996 (the "Long-Term Bonus
Plan"). Participants in the Long-Term Bonus Plan are the Chief Executive Officer
and other senior executive officers of the Company designated by the Chief
Executive Officer. The total amount available for distribution to all
participants in 1997 under the Long-Term Bonus Plan will be based on the
aggregate dollar increase in the Company's audited pre-tax earnings during the
three year period ending December 31, 1996 over the audited pre-tax earnings for
the year ended December 31, 1993. The amount of the award to the Chief Executive
Officer will be at the discretion of the Committee; however, it may not exceed
fifty percent (50%) of the total amount available for distribution. Individual
awards for all other participants will be at the discretion of the Chief
Executive Officer, but no other single participant may receive an award in
excess of twenty percent (20%) of the total amount available for distribution.
There is no requirement that all available funds be distributed. The Long-Term
Bonus Plan further provides, however, that distributions will be deferred to
subsequent years to the extent that any such distribution would not be
deductible by the Company by virtue of the limitations on deductibility set
forth under Section 162(m) of the Internal Revenue Code.
J. HICKS LANIER VIRGINIA C. CRAWFORD LINDA K. CRAWFORD
JESSE S. HALL CHARLES FLATHER
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Virginia C. Crawford and Bradley Hale, a former Director, served as members
of the Senior Compensation and Stock Option Committee of the Board of Directors
during the past fiscal year. Mrs. Crawford is a Vice President of the Company.
Mr. Hale is an attorney and a retired partner in the law firm of King &
Spalding. During the past fiscal year the Company retained King & Spalding to
provide certain legal services to it, but believes that the terms and conditions
of its relationship with King & Spalding are as favorable as those that could
have been obtained from other similar law firms.
STOCK OWNERSHIP INFORMATION
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information, as of March 1, 1995, as to
shares of Class A and Class B Common Stock beneficially owned by each nominee
for election as a Director, each of the Named Executive Officers, and all
Directors and Executive Officers as a group. As of March 1, 1995, 17,369,925
shares of Class A Common Stock and 17,436,233 shares of Class B Common Stock
were outstanding.
PERCENT OF
AMOUNT AND NATURE OF TOTAL SHARES
BENEFICIAL OWNERSHIP(1) OUTSTANDING(2)
-------------------------- -------------------
NAME CLASS A CLASS B CLASS A CLASS B
- ------------------------------------------------- ----------- ----------- ------- -------
Virginia C. Crawford(3).......................... 5,574,805 5,624,805 32.1% 32.3%
Forrest L. Minix(4).............................. 138,011 138,011 -- --
Jesse S. Hall(5)................................. 2,800 4,800 -- --
Linda K. Crawford(6)............................. 1,913,844 2,604,492 11.0% 14.9%
J. Hicks Lanier(5)............................... 2,025 2,025 -- --
Charles Flather.................................. 3,375 3,375 -- --
Jesse C. Crawford(7)............................. 2,343,469 2,343,469 13.5% 13.4%
Larry L. Prince(5)............................... 750 750 -- --
William R. Goodell............................... -- 1,000 -- --
Dennis A. Smith(8)............................... 27,575 18,775 -- --
P. A. Bollinger(9)............................... 26,337 22,385 -- --
Donald R. Chapman(10)............................ 34,968 21,968 -- --
Robert P. Albright(11)........................... 21,137 15,333 -- --
All Directors and Executive Officers as a Group
(19 persons)(12)............................... 10,178,443 10,861,380 58.6% 62.3%
(Footnotes on page 11)
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- ---------------
(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) See Note (2) to table set forth under "Security Ownership of Certain
Beneficial Owners" below with respect to Class B Common Stock. The shares
of Class A Common Stock shown as beneficially owned by Virginia C. Crawford
include 5,568,304 shares which are held in a trust for Mrs. Crawford under
the will of James H. Crawford by Trust Company Bank, a banking subsidiary
of SunTrust Banks, Inc. Trust Company Bank has sole voting power with
respect to these shares, but they may not be transferred without the
consent of Mrs. Crawford, and thus Mrs. Crawford may be deemed to share
investment power with respect to such shares and be a "beneficial owner"
thereof. Mrs. Crawford has sole voting and investment power with respect to
the remaining 6,501 shares of Class A Common Stock owned by her.
(4) Includes 75,000 shares of Class A Common Stock and 75,000 shares of Class B
Common Stock subject to options exercisable within sixty (60) days of March
1, 1995.
(5) Mr. Hall is a former Executive Vice President, responsible for Trust and
Investment Management activities, of SunTrust Banks, Inc. Mr. Lanier and
Mr. Prince are directors of Trust Company of Georgia, a subsidiary of
SunTrust Banks, Inc. Messrs. Hall, Lanier and Prince 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."
(6) See Notes (5), (6), and (7) to table set forth under "Security Ownership of
Certain Beneficial Owners" below with respect to Class B Common Stock. The
shares of Class A Common Stock shown as beneficially owned by Linda K.
Crawford include 1,161,762 shares which are held in four trusts for the
benefit of two daughters of Linda K. Crawford. Under the terms of two of
these trusts, holding an aggregate of 258,140 shares of Class A Common
Stock, Linda K. Crawford and another individual share investment power.
Under one of these trusts, holding 537,161 shares of Class A Common Stock,
Linda Crawford has sole voting authority but has no investment authority.
Under the remaining trust, holding 366,461 shares of Class A Common Stock,
Linda K. Crawford has sole voting authority and shares investment power
with Wachovia Bank and another individual. Linda K. Crawford disclaims any
beneficial interest in any of the shares of Class A Common Stock held in
these trusts. Included in the shares shown as beneficially owned by Linda
K. Crawford are 700,614 shares of Class A Common Stock held in trust for
her benefit. Under the terms of this trust, Linda K. Crawford has sole
voting and investment power with respect to the shares held in the trust.
In addition to the above, Linda K. Crawford has sole voting and investment
power with respect to 51,468 shares of Class A Common Stock shown as
beneficially owned by her.
(7) See Note (3) to the table set forth under "Security Ownership of Certain
Beneficial Owners" below with respect to Class B Common Stock. The shares
of Class A Common Stock shown as beneficially owned by Jesse C. Crawford
include 62,499 shares held by SunTrust Banks, Inc. under a trust
established with Trust Company Bank for the benefit of Mr. Crawford's minor
son. Mr. Crawford has sole voting power and shares investment power with
respect to these shares. Mr. Crawford disclaims any beneficial interest in
any of these shares.
(8) Includes 17,700 shares of Class A Common Stock and 8,900 shares of Class B
Common Stock subject to options exercisable within sixty (60) days of March
1, 1995.
(9) Includes 14,300 shares of Class A Common Stock and 4,000 shares of Class B
Common Stock subject to options exercisable within sixty (60) days of March
1, 1995.
(10) Includes 19,100 shares of Class A Common Stock and 6,100 shares of Class B
Common Stock subject to options exercisable within sixty (60) days of March
1, 1995.
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(11) Includes 14,700 shares of Class A Common Stock and 8,900 shares of Class B
Common Stock subject to options exercisable within sixty (60) days of March
1, 1995.
(12) Includes 7,135,404 shares of Class A Common Stock and 8,213,827 shares of
Class B Common Stock as to which voting or investment power is shared and
184,875 shares of Class A Common Stock and 118,125 shares of Class B Common
Stock subject to options exercisable within sixty (60) days of March 1,
1995.
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,
1995.
PERCENT OF
AMOUNT AND NATURE OF TOTAL SHARES
NAME AND ADDRESS BENEFICIAL OWNERSHIP OUTSTANDING
------------------------------------------------- -------------------- ------------
SunTrust Banks, Inc.............................. 7,639,235(1)(2)(3) 43.8%
One Park Place, N.E.
Atlanta, Georgia 30303
Virginia C. Crawford............................. 5,624,805(2) 32.3%
1865 River Forest Road, N.W.
Atlanta, Georgia 30327
Wachovia Corporation............................. 2,606,524(4)(5)(6)(7) 14.9%
191 Peachtree St., N.E.
Atlanta, Georgia 30303
Linda K. Crawford................................ 2,604,492(5)(6)(7) 14.9%
1198 Longcourte Dr., N.W.
Atlanta, Georgia 30327
Jesse C. Crawford................................ 2,343,469(3) 13.4%
Crawford Communications, Inc.
532 Armour Circle, N.E.
Atlanta, Georgia 30324
Frank L. Wilson, III............................. 2,316,469(8) 13.3%
230 Peachtree St., N.W.
Atlanta, Georgia 30303
- ---------------
(1) The shares are held by one or more bank subsidiaries of Trust Company of
Georgia, Sun Banks, Inc., and/or Third National Corporation, subsidiaries
of SunTrust Banks, Inc. in various fiduciary and agency capacities. Trust
Company Bank has sole voting power with respect to 7,565,876 of such
shares. Trust Company Bank has sole investment power with respect to
1,996,560 of such shares and shares investment power with respect to
5,631,815 of such shares. Third National Bank of Nashville has sole voting
power with respect to 10,860 of such shares, and sole investment power with
respect to 2,250 of such shares. As the corporate parents of Trust Company
Bank and Third National Bank of Nashville, Trust Company of Georgia, Third
National Corporation, and SunTrust Banks, Inc. may also be deemed to be
beneficial owners of shares held by Trust Company Bank and Third National
Bank of Nashville. Trust Company of Georgia, Trust Company Bank, Third
National Bank of Nashville, Third National Corporation, and SunTrust Banks,
Inc. disclaim any beneficial interest in any such shares.
(Footnotes continued on page 13)
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(2) The shares shown as beneficially owned by SunTrust Banks, Inc. and Virginia
C. Crawford include 5,568,304 shares which are held in a trust for Mrs.
Crawford under the will of James H. Crawford by Trust Company Bank, a
banking subsidiary of SunTrust Banks, Inc. Trust Company Bank has sole
voting power with respect to these shares, but the shares may not be
transferred without the consent of Mrs. Crawford, and thus Mrs. Crawford
may be deemed to share investment power with respect to such shares and be
a "beneficial owner" thereof. Mrs. Crawford has sole voting and investment
power with respect to the remaining 56,501 shares shown as beneficially
owned by her.
(3) The shares shown as beneficially owned by Jesse C. Crawford and SunTrust
Banks, Inc. include 62,499 held by SunTrust Banks, Inc. under a trust
established with Trust Company Bank for the benefit of Mr. Crawford's minor
son. Mr. Crawford shares investment power and has sole voting power over
such 62,499 shares and Mr. Crawford, SunTrust Banks, Inc. and Trust Company
Bank disclaim any beneficial interest in any of these shares.
(4) All of the shares are held for the benefit of various clients, including
shares held in trusts for the benefit of Linda K. Crawford and her
daughters. Wachovia Bank of Georgia, a banking subsidiary of Wachovia
Corporation, has sole voting power with respect to 4,650 and shared voting
power with respect to 266,555 of such shares. Wachovia Corporation and
Wachovia Bank of Georgia disclaim any beneficial interest in any of these
shares.
(5) The shares shown as beneficially owned by Linda K. Crawford and Wachovia
Corporation include 266,555 shares which are held in two trusts established
for the benefit of two children of Robert C. Crawford. Under the terms of
these trusts, Wachovia Bank of Georgia and another individual share voting
power with respect to the shares held by such trusts, and Linda K. Crawford
and another individual share investment power with respect thereto.
Wachovia Corporation, Wachovia Bank of Georgia, and Linda K. Crawford
disclaim any beneficial interest in any of these shares held in trust.
(6) Included in the shares shown as beneficially owned by Linda K. Crawford and
Wachovia Corporation are 921,850 shares which are held in trust for the
benefit of Linda K. Crawford. Under the terms of this trust, Linda K.
Crawford has sole voting and investment power with respect to the shares
held in the trust. Wachovia Corporation and Wachovia Bank of Georgia
disclaim any beneficial interest in any of these shares. Linda K. Crawford
has sole voting and investment power with respect to 51,468 shares shown as
beneficially owned by her.
(7) The shares shown as beneficially owned by Linda K. Crawford and Wachovia
Corporation include 1,364,619 shares which are held in three trusts for the
benefit of two children of Linda K. Crawford. Wachovia Bank of Georgia,
Linda K. Crawford and Frank L. Wilson, III are co-trustees for two of these
trusts holding an aggregate of 763,452 shares and under which Linda K.
Crawford has sole voting power and shares investment power with Wachovia
Bank of Georgia and Frank L. Wilson, III. The remaining 601,167 shares are
held in a trust under which Wachovia Bank of Georgia and Frank L. Wilson,
III are co-trustees under the terms of which trust Linda K. Crawford has
sole voting power and Wachovia Bank of Georgia and Frank L. Wilson, III
share investment power.
(8) The shares shown as beneficially owned by Frank L. Wilson, III are all
shares held in trusts for the benefit of Linda K. Crawford or the daughters
of Linda K. Crawford, with respect to which Frank L. Wilson, III is a
trustee. Frank L. Wilson, III disclaims any beneficial interest in any of
the shares of Class B Common Stock held in these trusts.
INFORMATION WITH RESPECT TO CERTAIN BUSINESS RELATIONSHIPS
SunTrust Banks, Inc., through Trust Company Bank and other of its indirect
banking subsidiaries (collectively, the "Banks"), hold 7,639,235 shares of Class
B Common Stock of the Company. See "Stock Ownership Information -- Security
Ownership of Certain Beneficial Owners." The Banks exercise voting authority
with respect to shares of Class B Common Stock held in fiduciary capacities. The
Company also maintains a normal commercial banking relationship with the Banks.
Trust Company Bank serves as trustee for the Crawford & Company Retirement Plan,
the Crawford & Company Employee Disability Income Plan,
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the Crawford & Company Employee Medical Benefit Plan, and the Crawford & Company
Stock Purchase Plan.
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
December 31, 1989 and ended December 31, 1994:
[GRAPH]
Crawford & Standard &
Measurement Period Company Standard & Poors
(Fiscal Year Covered) (Class B) Poors 500 Insurance
1989 100.00 100.00 100.00
1990 104.39 96.89 97.71
1991 175.99 126.42 122.33
1992 157.45 136.05 143.26
1993 107.84 149.76 140.73
1994 112.15 151.74 147.62
FORM 10-K
The Crawford & Company Annual Report on Form 10-K for 1994, 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.
SHAREHOLDER PROPOSALS
Any shareholder proposal to be presented at the 1996 Annual Meeting of the
Shareholders must be received by the Company no later than November 30, 1995 in
accordance with Rule 14a-8 under the Securities Exchange Act of 1934.
OTHER MATTERS
The minutes of the Annual Meeting of Shareholders held on April 26, 1994
will be presented to the 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
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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, telegraph 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 30, 1995
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APPENDIX A
CRAWFORD & COMPANY
PROXY
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 25, 1995. THIS PROXY IS
SOLICITED BY THE BOARD OF DIRECTORS.
The undersigned hereby appoints F. L. Minix, D. R. Chapman and J. F. Osten,
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 25, 1995 at 2:00 P.M., and at any adjournment 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 thereof, hereby revoking any proxy heretofore executed by the
undersigned to vote at said meeting. Said proxies are directed to vote on the
matter described in the accompanying Proxy Statement as follows, and otherwise
in their discretion:
1. Proposal to elect the ten (10) nominees listed below as Directors (except as
indicated to the contrary below).
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY to
vote for all nominees listed below
(except as indicated to the contrary)
NOMINEES: V. C. Crawford, Minix, Lanier, Flather, Hall, L. K. Crawford, J. C.
Crawford, Prince, Goodell, Smith.
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, write
the name of nominee in the space provided below)
- --------------------------------------------------------------------------------
THIS PROXY WILL BE VOTED AS DIRECTED ABOVE, OR IF NO DIRECTION IS INDICATED,
WILL BE VOTED "FOR" THE ABOVE PROPOSAL.
(Continued on Reverse Side)
The undersigned acknowledges receipt with this Proxy of a copy of the Notice of
Annual Meeting of Shareholders and the Proxy Statement dated March 30, 1995.
Dated: , 1995
--------------------
--------------------------------
--------------------------------
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.