CRAWFORD & CO
For the period ended May 10, 2024. Filed Apr 5, 2024.
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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.
May 10, 2024 · Filed Apr 5, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant☒
Filed by a Party other than the Registrant☐
Check the appropriate box:
| ☐ | 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 Pursuant to §240.14a-12 |
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Crawford & Co****mpany
(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):
| ☒ | No fee required. |
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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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Dear Shareholders:
You are cordially invited to attend the Company’s 2024 Annual Meeting of Shareholders, which will be held on Friday, May 10, 2024, beginning at 2:00 p.m. Eastern Time at the Company’s headquarters, 5335 Triangle Parkway, Peachtree Corners, Georgia 30092.
The Notice of Annual Meeting of Shareholders, Proxy Statement and form of Proxy are included with this letter and contain information about the Annual Meeting and the various matters on which you are being asked to vote. Only shareholders of record of Class B Common Stock of the Company as of the close of business on March 15, 2024, are entitled to vote at the Annual Meeting, including any adjournment or postponement thereof. Shares of Class A Common Stock of the Company are not entitled to vote at the Annual Meeting.
As is our custom, a brief report will be made at the Annual Meeting on the Company’s 2023 activities, 2024 activities to date, and the outlook for the remainder of 2024. We hope you will be able to attend the Annual Meeting.
Whether or not you plan to attend, it is important that you sign and return your Proxy, or vote electronically by telephone or through the Internet, 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,
Rohit Verma
President and Chief Executive Officer
CRAWFORD & COMPANY
5335 Triangle Parkway
Peachtree Corners, Georgia 30092
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
May 10, 2024
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Crawford & Company (the “Company”) will be held in person on Friday, May 10, 2024, at 2:00 p.m. Eastern Time, for the following purposes:
| 1. | To elect nine (9) directors to serve until the next annual meeting of shareholders and until their successors are elected and qualified; |
| 2. | To approve amendments to the Crawford & Company Non-Employee Director Stock Plan and to authorize 1,000,000 additional shares of Class A Common Stock for issuance under the plan; |
| 3. | To ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for the Company for the 2024 fiscal year; and |
| 4. | To transact any and all other such business as may properly come before the Annual Meeting, including any adjournment or postponement thereof. |
Information relating to the above matters is set forth in the accompanying Proxy Statement dated April 5, 2024. Only shareholders of record of Class B Common Stock of the Company as of the close of business on March 15, 2024 are entitled to vote at the Annual Meeting, including any adjournment or postponement thereof. Shares of Class A Common Stock of the Company are not entitled to vote at the Annual Meeting.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 10, 2024:
The proxy statement and our 2023 annual report are available at https://materials.proxyvote.com/224633.
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| | By Order of The Board of Directors, |
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| | Tami E. Stevenson, |
| | SVP, General Counsel and Corporate Secretary |
Atlanta, Georgia
It is important that your shares of Class B Common Stock be represented at the Annual Meeting whether or not you plan to attend. Accordingly, please complete and sign the enclosed Proxy and return it in the accompanying postage-paid envelope or vote your Proxy electronically by telephone or through the Internet as soon as possible. Signing and returning the Proxy, or submitting it electronically, will not affect your right to attend and vote in person at the Annual Meeting. If your shares are held in the name of a nominee or intermediary, please follow the instructions on the voting instruction card furnished by such record holder.
Proxies are being solicited with respect to shares of Class B Common Stock of the Company by the Board of Directors of the Company. Shares of Class A Common Stock of the Company are not entitled to vote at the Annual Meeting and, consequently, Proxies are not being solicited with respect to shares of Class A Common Stock of the Company.
CRAWFORD & COMPANY
5335 Triangle Parkway
Peachtree Corners, Georgia 30092
PROXY STATEMENT
2024 PROXY STATEMENT
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