10-K 1 a10-k123119.htm 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Form 10-K For the fiscal year ended December 31, 2019 CRAWFORD & COMPANY Washington, D. C. 20549 x o ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-10356 (Exact name of Registrant as specified in its charter) Georgia (State or other jurisdiction of incorporation or organization) 5335 Triangle Parkway, Peachtree Corners, Georgia (Address of principal executive offices) 58-0506554 (I.R.S. Employer Identification Number) 30092 (Zip Code) Registrant's telephone number, including area code (404) 300-1000 Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None (Title of Class) Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No  x Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No  x Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x No  o Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes x No  o Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer o Accelerated filer x Non-accelerated filer o Smaller reporting company o Emerging growth company o 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 pursuant to Section 13(a) of the Exchange Act. o Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No  x The aggregate market value of the Registrant's voting and non-voting common stock held by non-affiliates of the Registrant was $ 273,206,852 as of June 28, 2019, based upon the closing prices of such stock as reported on the NYSE on such date. For purposes hereof, beneficial ownership is determined under rules adopted pursuan t to Section 13 of the Securities Exchange Act of 1934, and excludes voting and non-voting common stock beneficially owned by the directors and executive officers of the Registrant, some of whom may not be deemed to be affiliates upon judicial determination.  The number of shares outstanding of each class of the Registrant's common stock, as of Fe bruary 28, 2020, was: Class A Common Stock — $1.00 Par Value — 30,565,518 Shares Class B Common Stock — $1.00 Par Value — 22,580,333 Shares Documents incorporated by reference: Portions of the Registrant's proxy statement for its 2 019 annual shareholders' meeting, which proxy statement will be filed within 120 days of the Registrant's year end, are incorporated by reference into Part III hereof. 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 Class B Common Stock — $1.00 Par Value CRD-B New York Stock Exchange