[8-K] Corvel Corp Reports Material Event

Rhea-AI Filing Summary

CorVel Corporation held its 2025 Annual Meeting of Stockholders on August 7, 2025. At the record date there were 51,440,930 shares outstanding. Six director nominees were elected to serve until 2026, with individual "For" votes ranging from 40,028,742 to 47,158,201 and broker non-votes of 1,630,174 reported for each director.

Shareholders also ratified the appointment of Haskell & White LLP as the independent registered public accounting firm by a vote of 48,879,993 For, 149,755 Against and 11,900 Abstain. The company’s 2025 Stock Incentive Plan was approved with 39,814,198 For, 7,566,390 Against, 30,886 Abstain and 1,630,174 broker non-votes.

Positive

• All six director nominees were elected to serve until the 2026 annual meeting.
• Haskell & White LLP was ratified as the independent registered public accounting firm with 48,879,993 For votes.
• The 2025 Stock Incentive Plan was approved by shareholders with 39,814,198 For votes.

Negative

• Notable withheld votes for some nominees (for example, Jeffrey J. Michael: 7,382,732 Withheld and R. Judd Jessup: 5,900,199 Withheld), indicating shareholder dissent on certain directors.
• Substantial opposition to the stock incentive plan with 7,566,390 Against votes, suggesting material minority resistance.
• Broker non-votes of 1,630,174 on director elections could mean a portion of shares did not participate in contested matters.

Insights

Financial Analyst

TL;DR: Annual meeting outcomes were routine: directors elected, auditor ratified, and a new stock incentive plan approved.

The vote tallies show clear ratification of the independent auditor (48.9M For) and passage of the 2025 Stock Incentive Plan (39.8M For). Director elections all passed, though several nominees received materially higher withheld votes (e.g., Jeffrey J. Michael: 7,382,732 Withheld), which may reflect notable dissent among some holders. Broker non-votes of 1,630,174 appear across director votes, indicating some shares were held by brokers who did not vote on contested matters.

Corporate Governance Expert

TL;DR: Governance actions completed; vote splits on certain nominees and the stock plan merit attention to shareholder sentiment.

All six nominees were elected with disclosed vote counts, demonstrating majority support but varying margins (For votes ranged from 40.0M to 47.2M). The stock incentive plan passed but attracted 7.6M Against, a non-trivial opposition level. The filing documents are factual and procedural, showing outcomes without additional commentary on plan size or dilution.

CORVEL CORP false 0000874866 0000874866 2025-08-07 2025-08-07

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): August 7, 2025

CORVEL CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware		000-19291		33-0282651
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

5128 Apache Plume Road, Suite 400, Fort Worth, Texas		76109
(Address of Principal Executive Offices)		(Zip Code)

(949) 851-1473

(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 (see General Instruction A.2. below):

☐ 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
Common Stock, Par Value $0.0001 Per Share		CRVL		NASDAQ Global Select Market

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

On August 7, 2025, CorVel Corporation (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) during which the Company voted on three proposals. At the close of business on June 13, 2025, the record date for the Annual Meeting, the Company had 51,440,930 shares of common stock outstanding. The following sets forth the final results of the voting for the three proposals voted upon at the Annual Meeting.

Election of Directors (Proposal No. 1)

To elect six directors each to serve until the annual meeting of stockholders to be held in 2026, or until his or her successor has been duly elected and qualified. The following sets forth the results of the voting with respect to each director nominee:

Director Candidate		For				Withheld				Broker Non-Votes
Michael G. Combs			46,395,093				1,016,381				1,630,174
Joanna C. Burkey			47,158,201				253,273				1,630,174
Steven J. Hamerslag			44,867,024				2,544,450				1,630,174
Alan R. Hoops			45,622,429				1,789,045				1,630,174
R. Judd Jessup			41,511,275				5,900,199				1,630,174
Jeffrey J. Michael			40,028,742				7,382,732				1,630,174

Ratification of the Appointment of Independent Registered Public Accounting Firm (Proposal No. 2)

To ratify the appointment of Haskell & White LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2026. The following sets forth the results of the voting with respect to this proposal:

For		Against		Abstain		Broker Non-Votes
48,879,993		149,755		11,900		0

Approval of 2025 Stock Incentive Plan (Proposal No. 3)

To approve the 2025 Stock Incentive Plan. The following sets forth the results of the voting with respect to this proposal:

For		Against		Abstain		Broker Non-Votes
39,814,198		7,566,390		30,886		1,630,174

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: August 12, 2025						CORVEL CORPORATION
						/s/ Brandon T. O’Brien
						Brandon T. O’Brien, Chief Financial Officer

FAQ

When did CorVel (CRVL) hold its 2025 Annual Meeting?

The Annual Meeting was held on August 7, 2025.

How many CorVel (CRVL) shares were outstanding at the record date?

There were 51,440,930 shares of common stock outstanding as of the record date, June 13, 2025.

Who was ratified as CorVel's independent auditor for fiscal 2026?

Haskell & White LLP was ratified with 48,879,993 For, 149,755 Against, and 11,900 Abstain.

What were the vote results for the 2025 Stock Incentive Plan for CorVel (CRVL)?

The plan was approved with 39,814,198 For, 7,566,390 Against, 30,886 Abstain, and 1,630,174 Broker Non-Votes.

Were all director nominees elected at the CorVel (CRVL) meeting?

Yes. All six nominees were elected, with individual For votes ranging from 40,028,742 to 47,158,201.