UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K/A

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 10, 2017

 

 

CRAWFORD & COMPANY

(Exact name of registrant as specified in its charter)

 

 

 

Georgia		1-10356		58-0506554
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS employer Identification No.)

 

1001 Summit Blvd., Atlanta, Georgia		30319
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (404) 300-1000

N/A

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

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Explanatory Note

This Amendment No. 1 on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K of Crawford & Company (the “Company”) filed on May 15, 2017 (the “Original Form 8-K”). The Original Form 8-K reported the final voting results of the Company’s 2017 Annual Meeting of shareholders held on May 10, 2017 (the “2017 Annual Meeting”). The purpose of this Amendment is to disclose the Company’s decision regarding how frequently it will conduct future shareholder advisory votes to approve the compensation of the Company’s named executive officers. Except as set forth in this Amendment, no other changes have been made to the Original Form 8-K.

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

(d) As previously reported in the Original Form 8-K, in a non-binding advisory vote on the frequency of future executive compensation votes held at the 2017 Annual Meeting, shareholders voted for their preferred frequency of future executive compensation votes as follows:

 

1 Year		2 Years		3 Years		Abstain		Broker Non-Votes
6,225,073		13,366,862		1,190,792		1,391,428		1,409,242

In consideration of the results of the advisory vote on the frequency of executive compensation votes, the Company’s Board of Directors determined that the Company will continue to hold an advisory executive compensation vote every two years until the occurrence of the next advisory vote on the frequency of executive compensation votes. The next advisory vote regarding the frequency of executive compensation votes is required to occur no later than the Company’s 2023 Annual Meeting of Shareholders.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: August 2, 2017

 

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