Registration No. __-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CRAWFORD & COMPANY
(Exact name of Company as specified in its
charter)
| Georgia | |
58-0506554 |
| (State or other jurisdiction of | |
(I.R.S. Employer |
| incorporation or organization) | |
Identification No.) |
| 5335 Triangle Parkway, Peachtree Corners, Georgia | |
30092 |
| (Address of Principal Executive Offices) | |
(Zip Code) |
Crawford & Company Non-Employee Director
Stock Plan
(As Amended and Restated May 10, 2024)
(Full title of the plan)
Tami E. Stevenson
Senior Vice President, General Counsel and Corporate Secretary
Crawford & Company
5335 Triangle Parkway
Peachtree Corners, Georgia 30092
(Name and address of agent for service)
(404) 300-1000
(Telephone number, including area code, of agent for service)
With a copy to:
Brian Lee
Dentons US LLP
1221 Avenue of the Americas, New York, New York 10020
(212) 768-6926
Indicate by check mark whether the Company is
a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act. (Check one):
| Large accelerated filer |
¨ |
Accelerated filer |
x |
| Non-accelerated filer |
¨ (Do not check if a smaller reporting company) |
Smaller reporting company |
¨ |
| |
Emerging Growth Company |
¨ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use extended transition period for complying
with any new or revised financial accounting standards pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
This Registration Statement on Form S-8 (this
“Registration Statement”) is filed by Crawford & Company (the “Registrant”) to register 1,000,000 additional
shares of the Registrant’s Class A Common Stock, $1.00 par value, to be offered and sold under the Registrant’s Non-Employee
Director Stock Plan (as amended and restated May 10, 2024).
The information called for in Part I of this
Registration Statement is included in the applicable Section 10(a) prospectus to be sent or given to participants in the applicable
Plan as specified by Rule 428(b)(1) under the Securities Act of 1933 (the “Securities Act”). In accordance with
Rule 428 and the Note to Part I of Form S-8, the information is not being filed with the Securities and Exchange Commission
(the “Commission”), either as part of this Registration Statement or as a prospectus or prospectus supplement pursuant to
Rule 424 of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The following documents have been filed by the Company with
the Commission and are incorporated herein by this reference:
| (e) | The description of the Company’s Class A Common Stock contained
in the Company’s Registration Statement on Form 8-A filed with the Commission
on July 16, 1990, including any amendments or reports filed for the purpose of updating
such description. |
All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), before
the filing of a post-effective amendment that indicates that all securities offered hereunder have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part of the
Registration Statement from the date of the filing of such documents (excluding any Current Reports on Form 8-K to the extent disclosure
is furnished and not filed).
Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference in this Registration Statement will be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that is
also incorporated or deemed to be incorporated by reference in this Registration Statement modifies or supersedes such statement. Any
statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this Registration
Statement.
| Item 4. | Description of Securities. |
Not applicable.
| Item 5. | Interests of Named Experts and Counsel. |
The legality of the shares of Class A Common
Stock offered hereby is being passed upon by Tami E. Stevenson, Esq., General Counsel and Corporate Secretary of the Company. Ms. Stevenson
beneficially owns 35,726 shares of Class A Common Stock.
| Item 6. | Indemnification of Directors and Officers. |
The following is only a general summary of certain
aspects of the Georgia Business Corporation Code (the “Georgia Code”) and the Company’s Amended and Restated Articles
of Incorporation (the “Articles”) and Restated By-Laws, as amended (the “By-laws”), relating to indemnification
of directors and officers, and does not purport to be complete. It is qualified in its entirety by reference to the detailed provisions
of the Georgia Code and the Company’s Articles and By-laws.
Georgia Corporation Law
Sections 14-2-850 through 14-2-859 of the Georgia
Code generally provide that a corporation may indemnify any director, officer, employee or agent against expenses actually and reasonably
incurred by him in connection with any action to which he is made a party by reason of his being or having been a director, officer,
employee or agent of the corporation if such person acted in a manner he believed in good faith to be in or not opposed to the best interests
of the corporation and, in the case of a criminal action, had no reasonable cause to believe his conduct was unlawful. However, if the
action is brought by or in the right of the corporation, the Georgia Code provides that indemnification of directors shall be limited
to the reasonable expenses incurred by such person in connection with the proceeding. No indemnification shall be provided any director
as to any claim, issue, or matter brought by or in the right of the corporation as to which it is determined that such director did not
meet the relevant standard of conduct set out in the Georgia Code, or as to which such person shall have been adjudged to have been liable
to the corporation, or in any other proceeding in which such person shall have been adjudged to be liable on the basis that personal
benefit was improperly received by him, unless and to the extent that the court in which the suit was brought or other court of competent
jurisdiction shall have determined upon application that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. The Georgia
Code also provides that to the extent that a director or officer of a corporation has been wholly successful on the merits or otherwise
in defense of any action, suit, or proceeding referred to above, or in defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith. In addition, Section 14-2-202
of the Georgia Code permits a corporation to include in its articles of incorporation a provision eliminating or limiting the personal
liability of a director to the corporation or its shareholders for monetary damages, for breach of duty of care or other duty as a director,
except for (i) any appropriation, in violation of his duties, of any business opportunity of the corporation, (ii) acts or
omissions which involve intentional misconduct or a knowing violation of law, (iii) liability under Section 14-2-832 of the
Georgia Code (involving certain distributions), or (iv) any transaction from which the director received an improper personal benefit.
Charter Provisions
Article IV of the Company’s Articles
limits the personal liability of a director of the Company or its shareholders as provided in Section 14-2-202 of the Georgia Code,
which is described above.
By-laws Provisions
Article VI, Section 1, of the Company’s
By-laws provides that the Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action (other than an action by or in the right of the Company) by reason of the fact that he is or was a director,
officer, employee or agent of the Company or serving in any of such capacities at the Company’s request in another corporation,
partnership, joint venture, trust or other enterprise, against expenses (including court costs and attorneys’ fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal
action, if he had no reasonable cause to believe his conduct was unlawful.
Article VI, Section 2 of the Company’s
By-laws provides that the Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action by or in the right of the Company to procure a judgment in its favor by reason of the fact that he is or
was a director, officer, employee or agent of the Company or was serving in any of such capacities at the request of the Company with
any other corporation, partnership, joint venture, trust or other enterprise against expenses (including court costs and attorneys’
fees) actually and reasonably incurred in connection with the defense or settlement of such action if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of the Company, except that in respect of any claim, issue
or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to
the Company, indemnification will be permitted only to the extent that the court in which the action was brought finds that despite the
adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity
for such expenses which such court shall deem proper.
Article VI, Section 3 of the Company’s
By-laws provides that to the extent that a director, officer, employee or agent of the Company shall be successful on the merits or otherwise
in defense of any action, suit or proceeding referred to in Sections 1 and 2 of Article VI of the Company’s By-laws or in
defense of any claim, issue or matter therein, he shall be indemnified against expenses (including court costs and attorneys’ fees)
actually and reasonably incurred by him in connection therewith.
Article VI, Section 4 of the Company’s
By-laws provides that any indemnification under Sections 1 and 2 of Article VI (unless ordered by a court) shall be made by the
Company only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because he had met the applicable standard of conduct set forth in Sections 1 and 2 of Article VI.
Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable but a quorum of disinterested
directors so directs, by independent legal counsel in a written opinion, or (3) by the shareholders.
Article VI, Section 5, of the Company’s
By-laws provides that expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Company in advance
of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the manner provided in Section 4
of Article VI upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless
it shall ultimately be determined that he is entitled to be indemnified by the Company as authorized in Article VI, and, if such
person is a director, upon receipt of a written affirmation of such director’s good faith belief that he has met the standards
of conduct required by the Georgia Code.
Article VI, Section 6, of the Company’s
By-laws provides that Article VI shall not be deemed exclusive of any other rights to which those indemnified may be entitled under
any agreement, vote of shareholders, or disinterested directors or otherwise, both as to action in his official capacity and as to action
in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and administrators of such person.
Article VI, Section 7, of the Company’s
By-laws provides that the Board of Directors may authorize, by a vote of the majority of the full board, the Company to purchase and
maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Company or was serving in any
of such capacities at the request of the Company with any other corporation, partnership, joint venture, trust or other enterprise against
any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the
Company would have the power to indemnify him against such liability under the provisions of Article VI.
Insurance
The Company maintains directors’ and officers’
liability insurance policies which provide for payment by the insurers for losses arising from any claim or claims against an officer
or director of the Company by reason of any actual or alleged breach of duty, neglect, error, misstatement, misleading statement, omission
or other act done or wrongfully attempted by them in such capacities, in connection with any matter claimed against them solely by reason
of their serving in any of such capacities, but only when the Company is required or permitted by law to pay amounts as indemnity to
the directors and officers.
| Item 7. | Exemption from Registration Claimed. |
Not Applicable.
| (a) | The undersigned registrant hereby undertakes: |
| (1) | To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement: |
| (i) | To include any prospectus required by Section 10(a)(3) of
the Securities Act; |
| (ii) | To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change in the information
set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective registration statement; |
| (iii) | To include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material change to such information
in the registration statement; |
provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to
Section 13 or 15(d) of the Exchange Act, that are incorporated by reference in the registration statement;
| (2) | That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and |
| (3) | To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of the offering. |
| (b) | The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the registrant’s annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan’s annual report pursuant
to Section 15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof. |
| (c) | Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the registrant pursuant
to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion
of the Commission such indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person in connection
with the securities being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of such issue. |
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Atlanta, State of Georgia, on 5th day of August, 2024.
| |
CRAWFORD & COMPANY |
| |
|
| |
By: |
/s/ Rohit Verma |
| |
Name: |
Rohit Verma |
| |
Title: |
Chief Executive Officer |
KNOW ALL MEN BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints Tami E. Stevenson in her own capacity, her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for her and in her name, place and stead, in any and all capacities, to sign
any and all amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do
and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes
as she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or her substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
| Signature |
|
Title |
|
Date |
| /s/
Rohit Verma |
|
President &
Chief Executive Officer |
|
August 5,
2024 |
| Rohit
Verma |
|
(Principal
Executive Officer), |
|
|
| |
|
Director |
|
|
| |
|
|
|
|
| /s/
W. Bruce Swain |
|
Executive
Vice President – |
|
August 5,
2024 |
| W.
Bruce Swain |
|
Chief
Financial Officer |
|
|
| |
|
(Principal
Financial Officer) |
|
|
| |
|
|
|
|
| /s/
Anthony P. Belcastro |
|
Senior
Vice President, |
|
August 5,
2024 |
| Anthony
P. Belcastro |
|
Corporate
Controller |
|
|
| |
|
(Principal
Accounting Officer) |
|
|
| |
|
|
|
|
| /s/
Jesse C. Crawford, Jr. |
|
Director |
|
August 5,
20224 |
| Jesse
C. Crawford, Jr. |
|
|
|
|
| |
|
|
|
|
| /s/
Jesse C. Crawford |
|
Director |
|
August 5,
2024 |
| Jesse
C. Crawford |
|
|
|
|
| |
|
|
|
|
| /s/
Lisa G. Hannusch |
|
Director |
|
August 5,
2024 |
| Lisa
G. Hannusch |
|
|
|
|
| |
|
|
|
|
| /s/Cameron
M. Bready |
|
Director |
|
August 5,
2024 |
| Cameron
M. Bready |
|
|
|
|
| |
|
|
|
|
| /s/
Dame Inga K. Beale |
|
Director |
|
August 5,
2024 |
| Dame
Inga K. Beale |
|
|
|
|
| |
|
|
|
|
| /s/
D. Richard Williams |
|
Director |
|
August 5,
2024 |
| D.
Richard Williams |
|
|
|
|
| |
|
|
|
|
| /s/
Rahul Patel |
|
Director |
|
August 5,
2024 |
| Rahul
Patel |
|
|
|
|
| |
|
|
|
|
| /s/
Fred R. Donner |
|
Director |
|
August 5,
2024 |
| Fred
R. Donner |
|
|
|
|
| |
|
|
|
|
| /s/
Joel T. Murphy |
|
Director |
|
August 5,
2024 |
| Joel
T. Murphy |
|
|
|
|
EXHIBIT INDEX
EXHIBIT 5.1
Opinion
and Consent of Tami E. Stevenson, Esq.
Crawford & Company
5335 Triangle Parkway
Peachtree Corners, Georgia 30092
Ladies and Gentlemen:
Crawford & Company, a Georgia corporation (the “Company”),
is filing herewith a registration statement on Form S-8 under the Securities Act of 1933 (the “Registration Statement”),
relating to the registration of an additional 1,000,000 shares of Class A Common Stock of the Company, $1.00 par value (the “Common
Stock”), which may be issued pursuant to the terms of the Crawford & Company Non-Employee Director Stock Plan (as Amended
and Restated May 10, 2024) (the “Plan”).
As General Counsel for the Company, I, or attorneys reporting
to me, have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records,
certificates of public officials and other instruments and legal matters as I, or attorneys reporting to me, deem relevant to the authorization
and issuance of the Common Stock under the terms of the Plan. Based on such examination, it is my opinion that the Common Stock which
may be issued pursuant to the Plan has been duly authorized and, when issued and delivered in accordance with the terms of the Plan upon
the receipt of requisite consideration therefor provided therein, will be validly issued, fully paid and nonassessable.
In making my examination, I have assumed that all signatures
on documents I, or attorneys reporting to me, examined are genuine, the authenticity of all documents submitted to me, or attorneys reporting
to me, as originals and the conformity with the original documents of all documents submitted to me, or attorneys reporting to me, as
certified, conformed or photostatic copies. I express no opinion other than as to the Georgia Business Corporation Code. This opinion
is rendered on the date hereof and I disclaim any duty to advise you regarding any changes in the matters addressed herein.
I hereby consent to the filing of this opinion with the Securities
and Exchange Commission as Exhibit 5.1 to the Registration Statement.
| Sincerely, |
|
| |
|
| By: |
/s/ Tami E. Stevenson |
|
| Name: |
Tami E. Stevenson, Esq. |
|
| Title: |
Senior Vice President-General Counsel and Corporate Secretary |
|
August 5, 2024
EXHIBIT 10.1
CRAWFORD & COMPANY
NON-EMPLOYEE DIRECTOR STOCK PLAN, AS AMENDED
AND RESTATED
| 1. | Section 1.
Background. The Board of Directors of Crawford & Company, a Georgia corporation,
originally adopted the Crawford & Company Non-Employee Director Stock Plan (the
“Plan”), pursuant to which the Company’s Non-Employee Directors may be granted
Restricted Stock Options, as of March 31, 2009. The Plan as amended and restated herein
will be effective upon approval by the shareholders of the Company at the Company’s
annual meeting on May 10, 2024. |
| 2. | Section 2.
Purpose of Plan. The purpose of the Plan is to strengthen the Company by encouraging
stock ownership in the Company by Non-Employee Directors. |
| 3. | Section 3.
Definitions: |
(a) “Award”
means a Restricted Stock or Option award.
(b) “Award
Agreement” means the document that sets forth the terms and conditions of an Award.
(c) “Board”
means the Board of Directors of the Company.
(d) “Code”
means the Internal Revenue Code of 1986, as amended.
(e) “Code
Section 409A” means Section 409A of the Code and all applicable regulations and other guidance issued under or related
to Section 409A of the Code.
(f) “Committee”
means the Compensation Committee of the Board, or such other or successor committee as the Board may, from time to time, establish.
(g) “Company”
means Crawford & Company, a Georgia corporation, and any successor to such corporation.
(h) “Fair
Market Value” means (1) the closing price for a share of Stock reported on the New York Stock Exchange (or if Stock is no
longer traded on the New York Stock Exchange, on the exchange or quotation system which reports or quotes the closing price for a share
of Stock) on the relevant date (or, if no shares of Stock are traded on such date, for the immediately preceding date on which shares
of Stock were traded) or (2) if no such price quotation is available, the price which the Committee, acting in good faith, determines
through any reasonable valuation method that a share of Stock might change hands between a willing buyer and a willing seller, neither
being under any compulsion to buy or to sell and both having reasonable knowledge of the relevant facts. Notwithstanding the foregoing,
any determination of Fair Market Value for purposes of establishing the exercise price of an Option shall be consistent with Code Section 409A.
(i) ‘‘Non-Employee
Director” means any member of the Board who is not, at the time of grant of an Award, an employee or officer of the Company or
a Subsidiary.
(j) “Option”
means a non-qualified stock option awarded in accordance with Section 8 of this Plan.
(k) “Optionholder”
means a person to whom an Option is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Option.
(l) “Participant”
means any Non-Employee Director to whom an Award is made.
(m) “Plan”
means this Crawford & Company Non-Employee Director Stock Plan, as amended from time to time.
(n) “Restricted
Stock” means Stock granted in accordance with Section 7 of this Plan.
(o) “Stock”
means the Class A common stock of the Company.
(p) “Subsidiary”
means any corporation or other entity a majority of whose outstanding voting stock or voting power is beneficially owned directly or
indirectly by the Company.
(q) “Terminating
Event” shall have the meaning ascribed to such term in Section 11 of this Plan, unless otherwise provided in an Award Agreement.
| 4. | Section 4.
Eligibility. Each Non-Employee Director will be eligible to receive Awards under the
Plan as specified by the Board. |
| 5. | Section 5.
Administration and Grant of Awards. The Plan will be administered by the Committee. Subject
to the Plan and applicable law, the Committee will have complete authority to interpret the
Plan and all Award Agreements, to prescribe, amend and rescind rules and regulations
consistent with the Plan and relating to it, to determine the rights and obligations of Participants
under the Plan and all Award Agreements, and to make all other determinations necessary or
advisable in the administration of the Plan. Any action of the Committee shall be binding
on the Company, each Subsidiary, on each affected Non-Employee Director and on each other
person directly or indirectly affected by such action. |
| 6. | Section 6.
Shares Subject to the Plan and Award Limits. |
(a) Share
Reserve. There shall be 2,500,000 shares of Stock authorized for issuance under the Plan.
(b) Award
Limits. In no event shall the compensation payable to any Non-Employee Director for services performed for the Company as a Non-Employee
Director, including the grant date value of Awards under this Plan (determined under U.S. generally accepted accounting principles),
cash retainers, and other compensation, exceed $750,000 in the aggregate in any fiscal year. (c) Reversion
of Shares to the Share Reserve. Any shares of Stock subject to an Award that remain unissued after the cancellation, expiration or exchange
of the Award; any shares subject to an Award that are forfeited or cancelled; and any shares subject to an Option that are not issued
due to the failure to satisfy any vesting conditions with respect to such Option, shall be available for use in future grants under this
Plan.
(d) Adjustments.
The number of shares of Stock described above in this Section 6 shall be subject to increase or decrease pursuant to the provisions
of Section 10 of the Plan.
| 7. | Section 7.
Restricted Stock. |
(a) Award
Agreements. Each grant of Restricted Stock shall be evidenced by an Award Agreement, which shall describe the conditions under which
the Non-Employee Director’s interest in the underlying Stock will become nonforfeitable, consistent with Section 7(b) below.
(b) Forfeiture
Conditions. Except as otherwise specified by the Board with respect to any Award of Restricted Stock, each Award of Restricted Stock
shall be forfeited if a Non-Employee Director does not remain, for any reason other than his or her death, a member of the Board through
December 31 of the year in which the Award is made. The Company or its agent may retain custody of the Restricted Stock pending
the satisfaction of the forfeiture conditions applicable thereto.
(c) Dividends
and Voting Rights. The amount of any cash dividend declared on shares of Stock shall be paid directly to the Non-Employee Director holding
shares of Restricted Stock, and shall be paid on the same date(s) such dividends are payable to the Company’s shareholders
generally. The disposition of each other form of dividend declared on Restricted Stock shall be made in accordance with such rules as
the Committee shall adopt. A Non-Employee Director shall have the right to vote Restricted Stock, to the extent such shares of Stock
have voting rights.
(d) Satisfaction
of Forfeiture Conditions. Shares of Stock shall cease to be Restricted Stock immediately upon the lapse of the forfeiture conditions
described in subsection (b) (or as otherwise may be specified in advance by the Board and provided in an Award Agreement).
(a) Award
Agreements. Any Option grant under the Plan shall be evidenced by an Award Agreement, which shall set forth the number of shares of Stock
subject to the Option and which shall describe the conditions under which the Option will vest and become exercisable and other terms
and conditions of the Award. The provisions of separate Options need not be identical, but each Option shall include (through incorporation
of provisions hereof by reference in the Option or otherwise) the substance of each of the following provisions:
(b) Term.
In the absence of a provision to the contrary in the individual Optionholder’s Award Agreement, the term of the Option shall be
10 years from the date it was granted.
(c) Exercise
Price. The exercise price of each Option shall be not less than one hundred percent (100%) of the Fair Market Value of the Stock subject
to the Option on the date the Option is granted.
(d) Method
of Exercise. The exercise of an Option shall be made by giving notice delivered in person or by mail to the person designated by the
Company, specifying the number of shares of Stock to be purchased accompanied by payment therefor. Unless otherwise provided in an Award
Agreement, when an Option is being exercised only in part, not less than fifty (50) shares of Stock may be covered by any such partial
exercise.
(e) Consideration.
(i) The
purchase price of Stock acquired pursuant to an Option shall be paid, to the extent permitted by applicable statutes and regulations,
either (a) in cash or by check at the time the Option is exercised, or (b) at the discretion of the Company (1) by delivery
to the Company of other shares of Stock (subject to such requirements as may be imposed by the Company), (2) if there is a public
market for the Stock at such time, and to the extent permitted by applicable law, pursuant to a “same day sale” program that
results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise
price to the Company from the sales proceeds, (3) by any other form of consideration permitted by law, but in no event shall a promissory
note or other form of deferred payment constitute a permissible form of consideration for an Option granted under the Plan, or (4) by
some combination of the foregoing. In each such case, the combination of any cash and property used to pay the purchase price shall have
a Fair Market Value on the exercise date equal to the applicable exercise price.
(ii) Whenever
a Participant is permitted to pay the exercise price of an Option by delivering Stock, the Participant may, subject to procedures satisfactory
to the Company, satisfy such delivery requirements by presenting proof of beneficial ownership of such Stock, in which case the Company
shall treat the Option as exercised or redeemed without further payment and shall withhold such number of shares of Stock from the Stock
acquired under the Option.
(f) Vesting
Generally. Options granted under the Plan shall be exercisable at such times and upon such terms and conditions as may be specified by
the Board. The vesting provisions of individual Options may vary.
(g) Termination
of Options. Any Option or portion thereof that is not vested or that has not been exercised at the end of the term of the Option or at
the time of termination of an Optionholder’s Board membership shall lapse and terminate, and shall not be exercisable by the Optionholder
or any other person, unless otherwise provided for in the Award Agreement.
(h) No
Repricing of Options. The Committee shall have no authority to make any adjustment or amendment (except as provided in Section 10
of this Plan), and no such adjustment or amendment shall be made, that reduces or would have the effect of reducing the exercise price
of an Option previously granted under the Plan, whether through amendment, cancellation or replacement grants, or other means, unless
the Company’s shareholders shall have approved such adjustment or amendment.
| 9. | Section 9.
Non-Transferable. No Award will be assignable or transferable except by will or by laws
of descent and distribution. Any other attempted assignment or transfer, or any attempted
pledge, hypothecation or other disposition of, or levy of any execution, attachment or similar
process upon any Award will be null and void and without effect. During the lifetime of an
Optionholder, an Option will be exercisable only by the Optionholder. |
| 10. | Section 10.
Change in Capitalization. If the outstanding shares of Stock are increased, decreased,
or changed into, or exchanged for a different number or kind of shares or securities of the
Company, without receipt of consideration by the Company, through reorganization, merger,
recapitalization, reclassification, stock split, stock dividend, stock consolidation, or
otherwise, an appropriate and proportionate adjustment will be made in the number and kind
of shares as to which Awards may be granted. A corresponding adjustment changing the number
or kind of shares, and the exercise price per share, allocated to unvested or unexercised
Awards, or portions thereof, which will have been granted prior to any such change will likewise
be made. Any such adjustment, however, in an outstanding Option will be made without change
in the total price applicable to the unexercised portion of the Option, but with a corresponding
adjustment in the number of shares and price for each share subject to the Option. Adjustments
under this Section will be limited to, and will be made on the same basis as, those
made under the Crawford & Company amended and restated Executive Stock Bonus Plan,
as amended from time to time, or a successor to such plan. No fractional shares of Stock
will be issued under the Plan on account of any such adjustment. Any actions taken under
this Section 10 shall be made in accordance with any applicable provisions of Code Section 409A,
including without limitation restrictions with regard to the adjustment of stock options
that are considered exempt from Code Section 409A. |
| 11. | Section 11.
Corporate Transactions. Except as otherwise provided in an Award Agreement, upon the
consummation of (a) the dissolution or liquidation of the Company, (b) a reorganization,
merger or consolidation of the Company with one or more corporations as a result of which
the Company will not be the surviving or resulting corporation or after which event the individuals
and entities who were the beneficial owners of the outstanding securities entitled to vote
generally in the election of directors immediately prior to such event cease to beneficially
own, directly or indirectly, more than 50% of the then outstanding shares of stock entitled
to vote generally in the election of directors (or, for a noncorporate entity, equivalent
securities) of the entity resulting from such event in substantially the same proportions
as their ownership immediately prior to such event, (c) a sale of substantially all
of the assets of the Company to another person, or (d) a reverse merger in which the
Company is the surviving corporation but the shares of the Stock outstanding immediately
preceding the merger are converted by virtue of the merger to other property (a “Terminating
Event”), any Award granted prior to the Terminating Event will vest in full. |
| 12. | Section 12.
Disposition of Shares. Any Participant who acquires Stock pursuant to an Award will,
so long as he or she remains a member of the Board, be obligated to advise the Company in
the case of each sale or other disposition of any Stock so acquired, such advice to be given
to the Company immediately upon the occurrence of any such sale or other disposition. |
| 13. | Section 13.
Award Agreement. Each Award granted under the Plan will be evidenced by a written Award
Agreement executed by the Company, which may contain other terms and conditions as the Company
may deem desirable and which are not inconsistent with the Plan. |
| 14. | Section 14.
Amendment of Plan. The Board may make changes in the Plan and, with consent of the Participant,
make changes in the terms and conditions of his or her Award, as they deem advisable; provided,
however, an Award may be amended by the Board unilaterally to the extent the Board deems
it necessary to comply with Code Section 409A; and, provided further, in the event any
changes in the Plan would require shareholder approval under applicable law or stock exchange
rules, such changes shall be subject to shareholder approval. |
| 15. | Section 15.
Termination of Plan. The Plan will remain in effect until ___May 10_______, 2029;
provided however, that the Board may terminate the Plan at any time in its absolute discretion.
No such termination, other than as provided for in Section 11, Corporate Transactions,
will in any way affect any Award then outstanding. |
| 16. | Section 16.
Applicable Law; Severability; Interpretation. The Plan will be construed, administered,
and governed in all respects in accordance with the laws of the State of Georgia. If any
provision of the Plan is held by a court of competent jurisdiction to be invalid or unenforceable,
the remaining provisions of the Plan will continue to be fully effective. For purposes of
this Plan, references to the masculine shall include the feminine, reference to the singular
shall include the plural, and references to the plural shall include the singular. |
| 17. | Section 17.
Shares Reserved. The Company will at all times during the term of the Plan reserve and
keep available the number of shares of Stock as will be sufficient to satisfy the requirements
of the Plan, and will pay all fees and expenses necessarily incurred by the Company in connection
therewith. |
| 18. | Section 18.
No Shareholder Rights. Except as provided in Section 7, Restricted Stock, no Participant
shall have any rights as a shareholder of the Company as a result of the grant of an Award
to him or her under this Plan or his or her exercise of such Award pending the actual delivery
of Stock subject to such Award to such Participant. |
| 19. | Section 19.
Board Service. Nothing in this Plan, nor the grant of any Award under this Plan, shall
confer on a Participant any right to continue to serve as a member of the Board, nor is there
any implied agreement or understanding that any Non-Employee Director will be nominated for
reelection to the Board, and shall confer on a Participant only those rights expressly set
forth in the Award Agreement that evidences his or her Award. |
| 20. | Section 20.
Titles. Titles are provided in this Plan for convenience only and are not to serve as
a basis for interpretation or construction of the Plan. |
| 21. | Section 21.
Other Conditions. Each Award Agreement may require that a Participant enter into any
agreement or make such representations prepared by the Company, including any agreement that
restricts the transfer of Stock acquired pursuant to such Award or provides for the repurchase
of such Stock by the Company under certain circumstances. |
| 22. | Section 22.
Rule 16b-3. The Board shall have the right to amend any Award or to withhold or
otherwise restrict the transfer of any Stock under this Plan to a Participant as the Board
deems appropriate in order to satisfy any condition or requirement under Rule 16b-3
to the extent Rule 16 of the Securities Exchange Act of 1934 might be applicable to
such grant or transfer. |
| 23. | Section 23.
Intent with Respect to Code Section 409A. It is the intent of the Company that the
operation and administration of the Plan and all Award Agreements under the Plan be exempt
from or comply with Code Section 409A, to the extent applicable, and not cause the acceleration
of taxation, or the imposition of penalty taxes or interest, under Code Section 409A.
The Plan and Award Agreements shall be interpreted and administe |
EXHIBIT 15.1
August 5, 2024
The Shareholders and Board of Directors of
Crawford & Company
We are aware of the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Crawford & Company Non-Employee Director Stock Plan (As Amended and Restated May 10,
2024) of our reports dated May 1, 2024 and August 5, 2024 relating to the unaudited condensed consolidated interim financial
statements of Crawford & Company that are included in its Forms 10-Q for the quarters ended March 31, 2024 and June 30,
2024.
Exhibit 23.2
Consent of Independent Registered Public Accounting
Firm
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Crawford & Company Non-Employee Director Stock Plan (as amended and restated May 10,
2024) of our reports dated March 4, 2024, with respect to the consolidated financial statements of Crawford & Company and
the effectiveness of internal control over financial reporting of Crawford & Company included in its Annual Report (Form 10-K)
for the year ended December 31, 2023, filed with the Securities and Exchange Commission.
Atlanta, Georgia
August 5, 2024
Exhibit 107
Calculation of Filing
Fee Tables
Form S-8
(Form Type)
Crawford &
Company
(Exact Name of Registrant
as Specified in its Charter)
Table 1: Newly Registered
Securities
Security
Type |
Security
Class Title |
Fee
Calculation
Rule |
Amount
Registered (1) |
Proposed
Maximum
Offering
Price Per
Unit |
Maximum
Aggregate
Offering
Price (2) |
Fee Rate |
Amount of
Registration
Fee(3) |
| Equity |
Class A Common Stock, $1.00 par value |
Other |
1,000,000 (2) |
$9.882 |
$9,882,000 |
$0.00014760 |
$1,458.58 |
| Total Offering Amounts |
$1,458.58 |
| Total Fee Offsets (4) |
- |
| Net Fee Due |
$1,458.58 |
(1) Pursuant
to Rule 416 of the Securities Act of 1933 (the “Securities Act”), there are also registered hereunder such indeterminate
number of additional securities as may become available for issuance pursuant to any listed plans as a result of the antidilution provisions
contained therein.
(2) Consists
of 1,000,000 additional shares of Class A Common Stock issuable pursuant to the Crawford & Company Non-Employee Director
Stock Plan (as Amended and Restated May 10, 2024).
(3) Calculated
pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as amended, based on the average of the high and
low price for the Registrant’s Class A Common Stock on July 31, 2024.
(4) The
Registrant does not have any fee offsets.
Crawford (NYSE:CRD.B)
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