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CRAWFORD & CO

Regulatory Filings May 13, 2025

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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 13, 2025 ( May 8, 2025 )

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. ¨

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Item 5.07. Submission of Matters to a Vote of Security Holders.

Crawford & Company (the “Company”) held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”) on Thursday, May 8, 2025. The total number of shares of the Company’s Class B common stock entitled to vote at the Annual Meeting was 19,144,928, and each share was entitled to one vote for each director nominee, and one vote on each of the other matters acted upon at the Annual Meeting. The number of shares represented at the Annual Meeting by valid proxies or ballots was 18,476,813, shares, which was 96.51% of the shares of stock entitled to vote at the Annual Meeting. The final voting results for the matters submitted to a vote of shareholders at the Annual Meeting are as follows:

  1. Election of Directors . All of the nominees for director listed below were elected to serve as directors until the Company’s next annual meeting of shareholders and until their successors are elected and qualified. The results of the election were as follows:
Nominee For Withheld Broker Non-Votes
Inga K. Beale 17,900,782 235,420 340,611
Cameron M. Bready 17,901,607 234,595 340,611
Jesse C. Crawford, Sr. 16,566,174 1,570,028 340,611
Jesse C. Crawford, Jr. 16,710,242 1,425,960 340,611
Fred R. Donner 17,893,679 242,523 340,611
Lisa G. Hannusch 16,720,765 1,415,437 340,611
Joel T. Murphy 17,901,664 234,538 340,611
Rahul Patel 15,611,230 2,524,972 340,611
Rohit Verma 17,903,010 233,192 340,611
  1. Proposal to approve an amendment to the Crawford & Company 2016 Employee Stock Purchase Plan to authorize 1,000,000 additional shares of Class A Common Stock for issuance under the Plan. The shareholders approved the proposed amendment to the 2016 Employee Stock Purchase Plan for the 1,000,000 additional Class A shares. The results of the vote were as follows:
For Against Abstain Broker Non-Votes
17,895,898 235,730 4,574 340,611
  1. Proposal to approve, on an advisory basis, the compensation paid to the Company’s named executive officers in 2024. The shareholders approved the compensation paid to certain of the Company’s executive officers in 2024. The results of the vote were as follows:
For Against Abstain Broker Non-Votes
17,553,429 541,452 41,321 340,611
  1. Ratification of Independent Registered Public Accountants . The shareholders ratified the appointment of KPMG, LLP as the independent registered public accounting firm for the Company for the 2025 fiscal year. The vote on the ratification was as follows:
For Against Abstain
18,449,049 27,230 534

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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.

/s/ Tami E. Stevenson
Name: Tami E. Stevenson
Title: Senior Vice President - General Counsel and Corporate Secretary

Date: May 13, 2025

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