Form 8-K - Current report

CORVEL CORPORATION

Dated: November 29, 2024

/s/ Richard Schweppe

Richard Schweppe

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): November 26, 2024

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)

(817) 390-1416

(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))

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

The 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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On November 26, 2024, V. Gordon Clemons informed CorVel Corporation (the “Company”) of his decision to retire as an employee of the Company, as a member of the Company’s board of directors (the “Board”), and as Chairman of the Board, in each case effective immediately. In connection with his retirement, Mr. Clemons and the Company mutually agreed to terminate that certain Employment Agreement and Covenant Not to Compete previously entered into between them. Mr. Clemons retirement is not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Subsequently, on November 26, 2024, the Board appointed Michael G. Combs, the Company’s Chief Executive Officer and President, to the Board and elected him as Chairman of the Board, also effective immediately. There are no arrangements or understandings between Mr. Combs and any other person pursuant to which he was appointed to serve as a director or as Chairman of the Board. Mr. Combs is not expected to receive any additional compensation for serving as a director or as Chairman of the Board. Except for his employment relationship with the Company and the compensation arrangements arising in connection therewith, there are no relationships involving Mr. Combs that are required to be reported pursuant to Item 404(a) of Regulation S-K.

Item 7.01.

Regulation FD Disclosure

On November 29, 2024, the Company issued a press release announcing (i) the retirement of Mr. Clemons, and (ii) the appointment of Mr. Combs to the Board and election as Chairman of the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information provided in Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that Section 18, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits


Exhibit No.		Description

99.1		Press Release, dated November 29, 2024

104		Cover Page Interaction Data File, formatted in Inline XBRL

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.

Exhibit 99.1


Date: November 29, 2024		CorVel Corporation
		5128 Apache Plume Road
		Suite 400
		Fort Worth, TX 76109

FOR IMMEDIATE RELEASE		Contact: Melissa Storan
		Phone: 949-851-1473
		www.corvel.com

CorVel Announces Retirement of V. Gordon Clemons

FORT WORTH, Texas, November 29, 2024 — CorVel Corporation (NASDAQ: CRVL) announces V. Gordon Clemons is electing to retire as a member of the Company’s Board of Directors (the “Board”) and as Chairman of the Board, effective November 26, 2024, after 37 years of service. Clemons founded CorVel Corporation in 1988 and has served as Chairman of the Board since the Company went public in 1991. Effective upon Clemons’ retirement, Michael G. Combs, the Company’s President and Chief Executive Officer, was appointed as the new Chairman of the Board. Clemons has been an advisor to Combs since 2017, and he will continue to be available to Combs as an outside consultant.

“Building CorVel has been a labor of love. Working together to “make a difference” in healthcare has created so many wonderful relationships, of which I will be forever grateful,” said Clemons.

“In 1987, my father, Jim Michael, met Gordon and recognized his passion and vision for building a successful enterprise,” said Jeff Michael, a leading stockholder and Director. “What started as an idea has developed into something quite remarkable, all thanks to Gordon’s determination and ability to turn vision into reality. His innovative thinking and drive laid the foundation for what has become a thriving organization. It has been an honor to witness this journey and support the incredible legacy that Gordon has created. I am grateful for his leadership and am confident that the executive team is deeply committed to continuing the tradition of innovation, excellence, and vision that has characterized CorVel under Gordon’s guidance.”

“In reviewing CorVel’s achievements, we cannot overlook the significant impact of Gordon’s vision, leadership, and dedication,” said Combs. “As the founder of CorVel, Gordon committed to technological innovation, conservative fiscal practices, entrepreneurship, exceptional service, internal growth and opportunity, and a vision to make a meaningful difference in the market. These principles have formed the foundation of our success, and his legacy will continue to inspire and guide the organization as we move forward.”

Combs continued, “Gordon established an organizational structure that enabled advancement throughout the Company. He set the strategic direction, acquired companies, and formed partnerships to expand our capabilities while providing guidance. His influence leaves an indelible impact on our organization, and we deeply appreciate his passion, foresight, and belief in CorVel’s potential.”

Forward-Looking Statements

This Press Release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, which statements are subject to considerable risks and uncertainties. All statements included in this Press Release, other than statements or characterizations of historical fact, are forward-looking statements. These forward-looking statements are based on the Company’s current expectations, estimates and projections about the Company, management’s beliefs, and certain assumptions made by the Company, and events beyond the Company’s control, all of which are subject to change. Such forward-looking statements include, but are not limited to, the transition of the Chairman role and composition of the Board. These forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause the Company’s actual results to differ materially and adversely from those expressed in any forward-looking statement results of operations and financial condition is greater than our initial assessment. The risks and uncertainties referred to above include but are not limited to factors described in this Press Release and the Company’s filings with the Securities and Exchange Commission, including but not limited to “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended March 31, 2024, and the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024. The forward-looking statements in this Press Release speak only as of the date they are made. The Company undertakes no obligation to revise or update publicly any forward-looking statement for any reason.

Document and Entity Information	Nov. 26, 2024
Cover [Abstract]
Entity Registrant Name	CORVEL CORP
Amendment Flag	false
Entity Central Index Key	0000874866
Document Type	8-K
Document Period End Date	Nov. 26, 2024
Entity Incorporation State Country Code	DE
Entity File Number	000-19291
Entity Tax Identification Number	33-0282651
Entity Address, Address Line One	5128 Apache Plume Road
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Fort Worth
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	76109
City Area Code	(817)
Local Phone Number	390-1416
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $0.0001 per share
Trading Symbol	CRVL
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false