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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 2, 2023
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.) |
5335 Triangle Parkway, Peachtree Corners, Georgia |
|
30092 |
(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)) |
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Class
A Common Stock — $1.00 Par Value |
CRD-A |
New York Stock Exchange, Inc. |
Class
B Common Stock — $1.00 Par Value |
CRD-B |
New York Stock Exchange, Inc. |
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. ¨
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 2, 2023, the Board of Directors (“Board”) of
Crawford & Company (the “Company”) unanimously appointed Fred R. Donner, age 65, as an independent director of the Company.
Mr. Donner is retired and most recently, from April 2018 until October 2022, was a Senior Managing Director in the Global Insurance Practice
of FTI Consulting, a global consulting firm. From 2014 until his retirement in 2017, Mr. Donner served as Executive Vice President, Enterprise
Risk Management for Travelers Insurance Co. (“Travelers”) and Chief Financial Officer for its Business and International Insurance
segment. Prior to that, Mr. Donner was Traveler’s Senior Vice President and Chief Financial Officer of its Personal Lines Insurance
segment and then the Chief Financial Officer and Chief Operating Officer of its Business Insurance segment. Mr. Donner has served on the
Board of Global Indemnity Group, LLC since December of 2022 where he chairs the Enterprise Risk Management Committee and the Nomination,
Compensation, and Governance Committee and is a member of the Audit Committee. From May 2020 until December 2022, he served as an independent
director of Argo Group International Holdings Ltd. where he chaired the Audit Committee and was a member of the Risk & Capital Committee.
Mr. Donner holds a bachelor’s degree in business administration from Pace University and currently serves on the advisory board
of the University’s Lubin School of Business. Mr. Donner is a member of the American Institute of Certified Public Accountants.
Mr. Donner will be a member of the Audit Committee, effective immediately upon his appointment.
Mr. Donner’s term will expire at the Company’s 2024 Annual
Meeting of Shareholders, at which time he will stand for re-election to the Board by the Company’s shareholders. As a director,
Mr. Donner is entitled to receive standard compensation applicable to non-employee directors of the Company, as described in the Company’s
definitive proxy statement filed with the Securities and Exchange Commission on April 6, 2023 under the caption “Director Compensation,”
which portion of such proxy statement is incorporated herein by reference. Mr. Donner’s annual director compensation for 2023, including
an initial equity grant upon his appointment, will be pro-rated to reflect his partial term during the 2023 calendar year.
There are no arrangements or understandings between Mr. Donner and
any other persons pursuant to which he was named a director of the Company. There have been no transactions since the beginning of the
Company’s last fiscal year, and there are no currently proposed transactions, in which the Company was or is to be a participant
and in which Mr. Donner or any member of his immediate family had or will have any interest, that are required to be reported under Item
404(a) of Regulation S-K.
The Company issued a press release announcing this appointment on November
6, 2023. A copy of this press release is attached as Exhibit 99.1 hereto and is incorporated herein by this reference.
Item 9.01. Financial Statements and Exhibits.
| (a) | Exhibits. The following exhibit is filed with this Report: |
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.
| CRAWFORD & COMPANY |
| | |
| By: | /s/ Tami E. Stevenson |
| | Name: Tami E. Stevenson |
| | Title: SVP, General Counsel and Corporate Secretary |
Date: November 6, 2023
Exhibit 99.1
| | |
| | |
Crawford & Company® | | |
5335 Triangle Parkway NW | | |
Peachtree Corners, GA 30092 | | |
FOR IMMEDIATE RELEASE
FRED R. DONNER
ELECTED TO CRAWFORD & COMPANY® BOARD OF DIRECTORS
Extending Crawford Board to Twelve Directors
ATLANTA (November 6, 2023) Crawford & Company® (NYSE:
CRD-A and CRD-B) is pleased to announce the election of Fred R. Donner as an independent director, effective November 3, 2023. This strategic
addition to the board further strengthens the company’s commitment to leveraging deep and eminent expertise.
With nearly 40 years of experience in the insurance industry, Mr. Donner
is well-versed in leading and advising corporations through restructurings, international expansion, risk management and capital market
transactions. Most recently, he served as a senior managing director in the Global Insurance practice of FTI Consulting. Prior to joining
FTI, he served as executive vice president, Enterprise Risk Management, and chief financial officer,
Business and International Insurance, for Travelers Insurance Co. Prior to joining Travelers, Mr. Donner was executive vice president and chief financial
officer of RenaissanceRe Ltd., a New York Stock Exchange listed, Bermuda-based international reinsurance company. He began his career
in the audit practice at KPMG, where he worked with several of the largest clients in the financial services and insurance industry and
also served as the national partner-in-charge of the firm’s insurance industry practice.
“We are thrilled to welcome Fred to our Board of Directors. He
is an industry veteran and will serve our company and shareholders well,” said Rohit Verma, CEO. “His proven track record
of leadership and the depth of his industry experience align seamlessly with Crawford’s purpose and envisioned future.”
Mr. Donner is a Certified Public Accountant and a member of the American
Institute of CPAs. He holds a Bachelor’s degree in Business Administration from Pace University in New York City and currently serves
on the Advisory Board of the Lubin School of Business at Pace University. Mr. Donner also serves on the Board of Global Indemnity Group
LLC and previously served as an independent director of Argo Group Holdings International, Ltd.
| | |
| | |
Crawford & Company® | | |
5335 Triangle Parkway NW | | |
Peachtree Corners, GA 30092 | | |
“I look forward to working alongside Fred to reach new heights
of success for Crawford. He will play an instrumental role as we continue to navigate the ever-evolving insurance landscape and further
enhance our corporate governance priorities,” stated Michelle Jarrard, non-executive chair of the board.
About Crawford®
Based in Atlanta, Crawford & Company (NYSE: CRD-A and CRD-B) is
a leading global provider of claims management and outsourcing solutions to insurance companies and self-insured entities with an expansive
network serving clients in more than 70 countries. The Company’s two classes of stock are substantially identical, except with
respect to voting rights for the Class B Common Stock (CRD-B) and protections for the non-voting Class A Common Stock (CRD-A). More information
is available at www.crawco.com.
Tag: Crawford-Corporate, Crawford-Investor-News-and-Events
# # #
Media Contacts: mediarelations@us.crawco.com
Lynn Cufley | Katie Cline | |
+44 7585 901936 | +1 470 792 5678 | |
Lynn.Cufley@crawco.uk | katie.cline@us.crawco.com | |
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