UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) DECEMBER 22, 2008
CRAWFORD & COMPANY
(Exact Name of Registrant as Specified in Its Charter)
| Georgia | ||
| (State or Other Jurisdiction of Incorporation) | ||
| 1-10356 | 58-0506554 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
| 1001 Summit Blvd, N.E., Atlanta, Georgia | 30319 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| (404) 256-0830 | ||
| (Registrant’s Telephone Number, Including Area Code) | ||
| 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)) |
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
(a) Amendment to Bylaws.
Effective December 20, 2008 the Board of Directors of Crawford & Company (the “Company”) amended Section 9 of Article II of the Company’s Restated Bylaws to change the retirement age for Directors from seventy-five to seventy. Attached as Exhibit 3.1 hereto are the Company’s Restated Bylaws in their entirety.
| Item 9.01 | Financial Statements and Exhibits. |
(c) Exhibits
The following exhibit is filed herewith:
| Exhibit Number |
Descriptions | |
| 3.1 | Restated Bylaws of Crawford & Company |
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.
| CRAWFORD & COMPANY | ||
| By: |
/s/ Allen W. Nelson | |
| Allen W. Nelson, Executive Vice President - | ||
| General Counsel & Corporate Secretary | ||
Dated: December 22, 2008