Dame Inga K. Beale
Independent
Tenure on this board
New nominee
9 nominees · 3 ballot items.
Elect nine directors; approve an amendment to the Crawford & Company 2016 Omnibus Stock and Incentive Plan to fix its termination date as May 13, 2032; and ratify the appointment of KPMG LLP as the independent registered public accounting firm for 2026.
Elect nine (9) directors to serve until the next annual meeting of shareholders and until their successors are elected and qualified.
Approve an amendment to the Company’s 2016 Omnibus Stock and Incentive Plan to fix the Plan termination date as May 13, 2032 (currently set to terminate May 13, 2027), preserving the Company’s ability to grant equity and incentive awards under the Plan.
This management proposal asks shareholders to approve an amendment to the Crawford & Company 2016 Omnibus Stock and Incentive Plan that would fix the plan termination date as May 13, 2032 (the plan currently is set to expire May 13, 2027). Management is seeking shareholder approval to ensure the company continues to have an active equity incentive vehicle available to grant non-qualified and incentive stock options, restricted stock/RSUs, performance awards and other equity- or cash-settled awards to employees and service providers. The board frames the amendment as necessary to align employee and service-provider interests with long-term shareholder value and to retain competitive compensation flexibility. The filing states there are 6,136,553 shares available under the plan as of the record date and discloses the plan’s prior amendments and original share authorizations, providing context on historical share usage and prior increases. The board’s recommendation highlights that without shareholder approval the plan would terminate in 2027, which could force the company to rely on other, potentially less effective, retention tools or seek a follow-on plan under accelerated timelines. Investors should weigh the benefit of continued ability to grant long-term incentives against dilution and plan overhang: the proxy discloses the current share reserve and the market price used to assess potential dilution. The proposal is a common, governance/compensation-related request; key governance considerations for analysts include the remaining share pool, historical burn rate (not fully detailed here), vesting/award practices, and whether the plan contains robust performance-vesting and anti-dilution protections. The board’s unanimous recommendation and presentation of the proposal as a routine continuation of existing equity practices makes it likely management expects shareholder support, but institutional investors may still scrutinize the package if the available shares represent meaningful potential dilution relative to current capitalization or if prior grants produced weak alignment with pay-for-performance metrics.
Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | TRUIST FINANCIAL CORP | 3.3% | 1,622,567 | $16M |
| 2 | CAPITAL MANAGEMENT CORP /VA | 3.0% | 1,466,035 | $15M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 1.7% | 847,515 | $8M |
| 4 | BlackRock, Inc. | 1.4% | 685,882 | $7M |
| 5 | BlackRock, Inc. | 1.4% | 658,483 | $7M |
| 6 | RENAISSANCE TECHNOLOGIES LLC | 1.0% | 495,424 | $5M |
| 7 | ROYCE ASSOCIATES LP | 1.0% | 464,824 | $5M |
| 8 | KENNEDY CAPITAL MANAGEMENT LLC | 0.9% | 454,688 | $5M |
| 9 | SEIZERT CAPITAL PARTNERS, LLC | 0.9% | 425,803 | $4M |
| 10 | WELLS FARGO COMPANY/MN | 0.9% | 419,806 | $4M |
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