CRD.B Crawford and Company

 

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:

Exhibit No.		Description
99.1		Press Release dated November 6, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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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Cover	Nov. 02, 2023
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 02, 2023
Entity File Number	1-10356
Entity Registrant Name	CRAWFORD & COMPANY
Entity Central Index Key	0000025475
Entity Tax Identification Number	58-0506554
Entity Incorporation, State or Country Code	GA
Entity Address, Address Line One	5335 Triangle Parkway
Entity Address, City or Town	Peachtree Corners
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30092
City Area Code	404
Local Phone Number	300-1000
Written Communications	false
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Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A Common Stock — $1.00 Par Value
Trading Symbol	CRD-A
Security Exchange Name	NYSE
Common Class B [Member]
Document Information [Line Items]
Title of 12(b) Security	Class B Common Stock — $1.00 Par Value
Trading Symbol	CRD-B
Security Exchange Name	NYSE

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