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)
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Georgia |
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1-10356 |
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58-0506554 |
(State or other jurisdiction
of incorporation) |
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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 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants 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:
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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)) |
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 Companys Executive Vice President, Chief Executive Officer, Garden City Group, LLC.,
which is the subsidiary of the Company that comprises the Companys 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:
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Exhibit No. |
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Description |
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99.1 |
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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.
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CRAWFORD & COMPANY |
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By: |
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/s/ R. Eric Powers,
III |
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Name: |
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R. Eric Powers, III |
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Title: |
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Vice President |
Date: December 8, 2015
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1 |
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Press release dated December 8, 2015. |
Exhibit 99.1
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FOR IMMEDIATE RELEASE |
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Press Release |
Crawford & Company Announces Change in Executive Management
at Garden City Group
ATLANTA (Dec. 8,
2015) Crawford & Company®, the worlds 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 GCGs 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.
-more-
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®
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Based in Atlanta, Ga., Crawford & Company (www.crawfordandcompany.com) is the worlds 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 Companys shares are traded on the NYSE under the symbols CRDA and CRDA. |
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For more information, please contact:
Kara Grady, vice president, Corporate Communications
404.300.1901 (office)
404.825.4694 (cell)
Kara_Grady@us.crawco.com
-more-
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 & Companys control, involve a number of risks and uncertainties that could cause actual results to differ materially from historical experience or Crawford
& Companys 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 & Companys reports filed with the SEC and available at www.sec.gov or in the Investor Relations section of Crawford & Companys website at www.crawfordandcompany.com.
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