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): December 8, 2015

 

 

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.)

1001 Summit Blvd., Atlanta, Georgia   30319
(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))

 

 

 


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Crawford & Company (the “Company”) and David A. Isaac are party to that certain employment agreement, dated July 1, 2011 (the “Employment Agreement”), pursuant to which Mr. Isaac serves as the Company’s Executive Vice President, Chief Executive Officer, Garden City Group, LLC., which is the subsidiary of the Company that comprises the Company’s Legal Settlement Administration segment.

The Employment Agreement continues through December 31, 2015, and contains a provision for automatic one-year renewals thereof, unless advance notice of nonrenewal is given by either party as provided for therein. In accordance with the terms thereof, the Company has given notice to Mr.Isaac of its intent to not renew the Employment Agreement beyond its current term, which will expire on December 31, 2015.

On December 8, 2015, the Company issued a press release relating to its employment relationship with Mr. Isaac and certain other executive officers of Garden City Group, LLC. A copy of that press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(a) Exhibits. The following exhibit is furnished with this report:

 

Exhibit No.

  

Description

99.1    Press release dated December 8, 2015.

 

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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/ R. Eric Powers, III

  Name:   R. Eric Powers, III
  Title:   Vice President

Date: December 8, 2015

 

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EXHIBIT INDEX

 

Exhibit No.

  

Description

99.1    Press release dated December 8, 2015.


Exhibit 99.1

 

LOGO    
FOR IMMEDIATE RELEASE    

LOGO

Press Release

Crawford & Company Announces Change in Executive Management

at Garden City Group

ATLANTA (Dec. 8, 2015) – Crawford & Company®, the world’s largest independent provider of claims management solutions to insurance companies and self-insured entities, today announced the expected departure of four members of the executive management team of its Garden City Group, LLC (GCG) operation. GCG is the recognized leader in legal administration for class action settlements, mass tort matters, bankruptcy cases and legal notice programs.

The members of GCG’s executive management team expected to leave are: CEO David Isaac; President Neil Zola; Senior EVP and General Counsel Karen Shaer; and EVP and COO Jennifer Keough. Each of these individuals has an employment contract with the Company, which expires by its terms on December 31, 2015. Until that date, the executives will continue to perform their roles for GCG. Crawford notified each of the four executives of the non-renewal of these employment contracts in August, 2015.

“I would like to thank each of them for their years of dedication and service to the Company,” said Harsha V. Agadi, Crawford interim president and CEO. “We attempted to negotiate an arrangement favorable to both parties for several months now but our efforts have been unsuccessful.”

Agadi went on to say, “Crawford remains committed to GCG and to continuing to deliver both innovative and quality services to its clients, and we do not foresee any disruption in service due to this anticipated change. I have complete confidence in the management team at GCG, who will maintain business as usual while we appoint a new executive management team.”

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Crawford & Company Announces Change in Executive Management at Garden City Group

Page two

 

The Company expects that the new executive management team will be in place in the very near future.

As a result of the changes in executive management of GCG described above, the Company and its operations could become subject to a number of risks and uncertainties, which could include, among other things, those associated with competition with GCG by one or more former members of management of GCG, the loss of one or more clients of GCG or difficulty in collecting amounts due therefrom, payments that may be required to be made based upon the separation from service to Crawford & Company and its subsidiaries, the sale of Crawford & Company stock by the GCG executive management members who are expected to depart, and overall reductions in the value of Crawford & Company or its subsidiaries as a result of the occurrence of any of the foregoing.

About Crawford®

 

Based in Atlanta, Ga., Crawford & Company (www.crawfordandcompany.com) is the world’s largest independent provider

of claims management solutions to the risk management and insurance industry as well as self-insured entities, with an expansive global network serving clients in more than 70 countries. The Crawford SolutionSM offers comprehensive, integrated claims services, business process outsourcing and consulting services for major product lines including property and casualty claims management, workers compensation claims and medical management, and legal administration. The Company’s shares are traded on the NYSE under the symbols CRDA and CRDA.    LOGO  

For more information, please contact:

Kara Grady, vice president, Corporate Communications

404.300.1901 (office)

404.825.4694 (cell)

Kara_Grady@us.crawco.com

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Crawford & Company Announces Change in Executive Management at Garden City Group

Page three

 

This press release contains forward-looking statements, which may include statements about the expected future financial condition, results of operations and outlook of Crawford & Company. Statements, both qualitative and quantitative, that are not historical facts may be “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Forward-looking statements, many of which are outside of Crawford & Company’s control, involve a number of risks and uncertainties that could cause actual results to differ materially from historical experience or Crawford & Company’s present expectations. These include, among others, risks associated with changes in executive management of Crawford & Company or its subsidiaries as described above. Accordingly, no one should place undue reliance on forward-looking statements, which speak only as of the date on which they are made. Crawford & Company does not undertake to update forward-looking statements to reflect the impact of circumstances or events that may arise or not arise after the date the forward-looking statements are made. For further information regarding Crawford & Company, including factors that could cause our actual financial condition, results or earnings to differ from those described in any forward-looking statements, please read Crawford & Company’s reports filed with the SEC and available at www.sec.gov or in the Investor Relations section of Crawford & Company’s website at www.crawfordandcompany.com.

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