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): April 21, 2020

CRAWFORD & COMPANY

(Exact name of registrant as specified in its charter)

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:

Securities Registered Pursuant to Section 12(b) of the Act:

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. ¨

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On April 21, 2020, Harsha V. Agadi, President and Chief Executive Officer of Crawford & Company (the “Company”), informed the board of directors (the “Board”) of the Company of his resignation from the positions of President and Chief Executive Officer of the Company. The resignations are effective May 15, 2020. Mr. Agadi has not resigned from the Board.

In connection with Mr. Agadi’s resignation, the Company and Mr. Agadi entered into a General Release and Separation Agreement (the “Separation Agreement”). The Separation Agreement includes a general release of any claims of Mr. Agadi against the Company and the other Released Parties (as defined in the Release), including, but not limited to, any claims under Mr. Agadi’s Employment Agreement, effective July 1, 2016 (the “Employment Agreement”), with the Company, and provides that Mr. Agadi’s employment will continue until May 15, 2020.

As consideration for the general release, and subject to Mr. Agadi’s continued compliance with the terms and conditions of the Separation Agreement (including the restrictive covenants contained in the Separation Agreement), Mr. Agadi is entitled to the following under the Separation Agreement:

The Separation Agreement also contains certain customary covenants regarding mutual confidentiality, non-disparagement and waiver and release of claims provisions. The preceding summary of the Separation Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

On April 27, 2020, the Company issued a press release announcing Mr. Agadi’s resignation and the other items disclosed in this Form 8-K. A copy of the Company’s press release announcing Mr. Agadi’s resignation is attached as Exhibit 99.1 hereto and incorporated by reference herein.

(c) In connection with Mr. Agadi’s resignation, the Board, on April 21, 2020, appointed Rohit Verma, the Company’s current Executive Vice President and Global Chief Operating Officer, to the position of Chief Executive Officer, and appointed Joseph Blanco, the Company’s current Executive Vice President, General Counsel and Secretary, to the position of President, both such appointments effective May 15, 2020.

Mr. Verma, 45, joined the Company in June 2017 as Executive Vice President, Global Chief Operating Officer, and prior to joining the Company, Mr. Verma served as the Regional Executive — South for Zurich North America since 2015. Prior to that and from January 2011 he was the underwriting leader for the Midwest region of Zurich’s Commercial Markets business.

Mr. Blanco, 49, most recently served as Executive Vice President, General Counsel and Corporate Secretary since February 2019. From March 2017 to February 2019, Mr. Blanco served as Senior Vice President and General Counsel. Prior to joining the Company on a full-time basis and from September 2016 he served as Interim General Counsel of the Company. Prior to that and from September 2008 he was a partner at Dentons US, LLP, a law firm.

(e) In connection with Mr. Verma’s appointment as Chief Executive Officer, the Company entered into an Executive Employment Agreement, dated as of April 23, 2020 (the “Verma Employment Agreement”), with Mr. Verma to reflect his new position. Under the Verma Employment Agreement, Mr. Verma will be entitled to the following compensation:

The foregoing description of the Verma Employment Agreement is not complete and is qualified in its entirety by reference to the Verma Employment Agreement, a copy of which is filed as Exhibit 10.2 to this Report and is incorporated herein by reference.

In connection with Mr. Blanco’s appointment as President, the Company entered into an Executive Employment Agreement, dated as of April 23, 2020 (the “Blanco Employment Agreement”), with Mr. Blanco to reflect his new position. Under the Blanco Employment Agreement, Mr. Blanco will be entitled to the following compensation:

The foregoing description of the Blanco Employment Agreement is not complete and is qualified in its entirety by reference to the Blanco Employment Agreement, a copy of which is filed as Exhibit 10.3 to this Report and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

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.

Date: April 27, 2020