- Current report filing (8-K)
May 06 2011 - 3:20PM
Edgar (US Regulatory)
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):
May 6, 2011 (May 5, 2011)
CRAWFORD & COMPANY
(Exact Name of Registrant as Specified in Its Charter)
Georgia
(State or Other Jurisdiction of Incorporation)
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1-10356
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58-0506554
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(Commission File Number)
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(IRS Employer Identification No.)
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1001 Summit Blvd., Atlanta, Georgia
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30319
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(Address of Principal Executive Offices)
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(Zip Code)
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(404) 300-1000
(Registrants Telephone Number, Including Area Code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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Crawford & Company (the Company) held its 2011 Annual Meeting of Shareholders (the Annual
Meeting) on Thursday, May 5, 2011. The total number of shares of the Companys Class B common
stock entitled to vote at the Annual Meeting was 24,697,172, and each share was entitled to one
vote. The number of shares represented at the meeting by valid proxies or ballots was 23,824,113
shares which is 96.46% of the shares of stock entitled to vote at the meeting. The final voting
results for the matters submitted to a vote of shareholders at the Annual Meeting are as follows:
1.
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Election of Directors
. All of the nominees for director were elected to serve until the next
annual meeting and until their successors are elected and qualified. The results of the
election were as follows:
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Nominee
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For
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Withheld
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Broker Non-Votes
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Harsha V. Agadi
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22,202,508
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29,631
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1,591,974
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P. George Benson
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22,210,632
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21,507
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1,591,974
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Jeffrey T. Bowman
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22,212,707
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19,432
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1,591,974
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Jesse C. Crawford
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20,206,523
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2,025,616
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1,591,974
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James D. Edwards
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22,181,971
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50,168
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1,591,974
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Russel L. Honoré
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22,212,465
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19,674
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1,591,974
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Joia M. Johnson
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22,202,765
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29,374
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1,591,974
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Charles H. Ogburn
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22,182,646
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49,493
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1,591,974
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E. Jenner Wood, III
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21,777,316
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454,823
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1,591,974
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2.
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Advisory Vote on Executive Compensation
. The shareholders approved, on an advisory basis,
the compensation of the Companys named executive officers, as disclosed pursuant to the
compensation disclosure rules of the Securities and Exchange Commission. The results of the
advisory vote were as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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22,010,262
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215,536
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6,341
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1,591,974
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3.
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Advisory Vote on Frequency of Executive Compensation Vote
. The shareholders recommended, on
an advisory basis, that the Company hold future advisory votes on executive compensation every
two years. The results of the advisory vote were as follows:
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1 Year
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2 Years
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3 Years
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Abstain
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Broker Non-Votes
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6,638,666
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13,427,809
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2,149,647
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16,017
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1,591,974
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The Board of Directors has considered these results and determined that the Company will hold an
advisory vote on executive compensation every two years until the next required advisory vote on
the frequency of advisory votes on executive compensation, which will be no later than the
Companys Annual Meeting of Shareholders in 2017.
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4.
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Ratification of Independent Auditor
. The Board of Directors selection of Ernst & Young LLP
as independent auditor for the Company for the 2011 fiscal year was ratified by the
shareholders. The vote on the ratification was as follows:
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For
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Against
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Abstain
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23,718,018
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87,195
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18,900
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CRAWFORD & COMPANY
(Registrant)
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By:
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/s/ Allen W. Nelson
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Allen W. Nelson
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Executive Vice President General Counsel & Corporate Secretary
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Dated: May 6, 2011
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