CORVEL CORP
For the period ended Aug 7, 2025. Filed Jun 24, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Aug 7, 2025 · Filed Jun 24, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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. )
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Filed by a Party other than the Registrant ☐
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| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held Thursday, August 7, 2025
To the Stockholders of CorVel Corporation:
You are cordially invited to attend the 2025 Annual Meeting of Stockholders of CorVel Corporation, a Delaware corporation (the “Company,” “we,” “us,” or “our”), to be held on Thursday, August 7, 2025, at 8:30 a.m. Pacific time, or at any postponement or adjournment thereof (the “Annual Meeting”). The Annual Meeting will be held at 4330 SE International Way, Milwaukie, Oregon 97222. This notice and the attached proxy statement (the “Proxy Statement”) describe the formal business to be transacted at the Annual Meeting.
We are furnishing proxy materials over the Internet. You may read, print, and download the Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended March 31, 2025, athttps://materials.proxyvote.com/221006. On or about June 24, 2025, we mailed a notice of internet availability of proxy materials (the “Notice”), which provides instructions regarding how to access the proxy materials and vote your shares. The Notice also explains how to request a paper copy of the proxy materials. If you requested to receive the proxy materials via email, you should have received an email with voting instructions and links to these materials on the Internet.
The accompanying Proxy Statement provides information regarding the following matters we are asking you to consider and vote upon at the Annual Meeting:
| 1. | to elect six directors to serve until the annual meeting of stockholders to be held in 2026, or until his or her successor has been duly elected and qualified; |
| 2. | to ratify the appointment of Haskell & White LLP as our independent registered public accounting firm for our fiscal year ending March 31, 2026; and |
| 3. | to approve the 2025 Stock Incentive Plan. |
We may also ask you to consider and vote upon any other business as may properly come before the Annual Meeting, or any adjournment or postponement thereof. However, as of the date of this Proxy Statement, we are not aware of any business to be presented for consideration at the Annual Meeting other than the matters described in the Proxy Statement.
The Board of Directors of the Company (the “Board”) has set June 13, 2025, as the record date for the Annual Meeting. Only stockholders of record of our common stock as of the close of business on that date will be able to attend, vote and submit questions during the Annual Meeting.
The Board has determined that the matters to be considered at the Annual Meeting are in the best interests of the Company and its stockholders. For the reasons set forth in the Proxy Statement, the Board unanimously recommends a vote “FOR ALL” of the director nominees listed in Proposal No. 1 and “FOR” Proposal Nos. 2 and 3.
Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read the accompanying Proxy Statement and submit your proxy or voting instructions as soon as possible. For specific instructions regarding how to vote your shares, please refer to the Notice, and the additional
i information in the accompanying Proxy Statement. If you requested to receive printed proxy materials, you may also refer to the instructions on the proxy card enclosed with those materials.
On behalf of the Board, and the officers and employees of the Company, I would like to take this opportunity to thank you for your continued support.
By order of the Board of Directors,
RICHARD J. SCHWEPPE
Secretary
Fort Worth, Texas
June 24, 2025
ii
2025 PROXY STATEMENT SUMMARY
This summary highlights information included elsewhere in this Proxy Statement. It does not contain all of the information you should consider before voting, and you should read the entire Proxy Statement before voting.
Annual Meeting Information
Date and Time: Thursday, August 7, 2025, at 8:30 a.m. Pacific time
Location: The Annual Meeting will be held at 4330 SE International Way, Milwaukie, Oregon 97222.
Record Date: The Board has set June 13, 2025, as the record date for the Annual Meeting. Only stockholders of record of our common stock as of the close of business on that date will be able to attend, vote and submit questions during the Annual Meeting. As of the record date, there were 51,440,930 shares of common stock outstanding and entitled to vote.
Voting Matters and Board Recommendations
| NUMBER | PROPOSAL | BOARD VOTINGRECOMMENDATION | PAGE NUMBER FOR ADDITIONALINFORMATION |
|---|---|---|---|
| 1 | To elect six directors, each to serve until the 2026 Annual Meeting or until his or her successor has been duly elected and qualified | “FOR ALL” DIRECTOR NOMINEES | 8 |
| 2 | To ratify the appointment of Haskell & White LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2026 | “FOR” | 19 |
| 3 | To approve the 2025 Stock Incentive Plan | “FOR” | 21 |
We may also consider and vote upon any other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. As of the date of this Proxy Statement, we are not aware of any business to be presented for consideration at the Annual Meeting other than the matters described in this Proxy Statement.
Voting Methods
If you are a stockholder of record, you can vote your shares using any of the following methods:
Internet: Visitwww.proxyvote.com until 11:59 p.m. Eastern time on Wednesday, August 6, 2024.
Toll-Free Telephone: Call 1-800-690-6903 until 11:59 p.m. Eastern time on Wednesday, August 6, 2024.
Mail: Complete and return your proxy card in the postage-paid envelope we have provided or return it to Vote Processing c/o Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood, New York 11717.
At the Annual Meeting: You may vote in person during the Annual Meeting using the ballot we provide.
If you are a “beneficial owner” holding your shares in “street name” through a bank, broker, dealer or other nominee), you may vote in accordance with the voting instruction form provided by your bank, broker, dealer or other nominee.
iii
Director Nominees (Proposal No. 1)
| Name | Age | Director Since | Independent | AuditCommittee | Nomination andGovernanceCommittee | CompensationCommittee |
|---|---|---|---|---|---|---|
| Michael G. Combs | 61 | 2024 | ||||
| Joanna C. Burkey | 50 | 2024 | ✓ | • | ||
| Steven J. Hamerslag | 68 | 1991 | ✓ | • | • | |
| Alan R. Hoops | 77 | 2003 | ✓ | • | • | |
| R. Judd Jessup | 77 | 1997 | ✓ | • | ||
| Jeffrey J. Michael | 68 | 1990 | ✓ | • | • | |
The Board unanimously recommends that stockholders vote “FOR ALL” of the director nominees.
Auditor Ratification (Proposal No. 2)
The Audit Committee has appointed Haskell & White LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2026. The Board unanimously recommends that stockholders vote “FOR” this proposal.
Approval of the 2025 Stock Incentive Plan (Proposal No. 3)
The Board is seeking stockholder approval of the 2025 Stock Incentive Plan. The Board unanimously recommends that stockholders vote “FOR” this proposal.
Corporate Governance Highlights
We are committed to sound corporate governance, which strengthens the accountability of the Board and promotes the long-term interests of our stockholders. The list below highlights certain of our corporate governance practices during our fiscal year ended March 31, 2025:
| • | The Board is declassified and directors are elected annually. |
| • | Five of the six directors serving on the Board are independent. |
| • | A new Chairman of the Board appointed during fiscal year 2025 reflects governance refreshment. |
| • | Our Lead Independent Director has well-defined rights and responsibilities and is separate from the Chairman of the Board. |
| • | All standing committees consist of fully independent members. |
| • | The Board has comprehensive risk oversight practices, including for cybersecurity, data privacy compliance, and strategy. |
iv
PROXY STATEMENT
FOR THE
2025 ANNUAL MEETING OF STOCKHOLDERS
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.