SEC Info - Corvel Corp - ‘DEFA14A’ on 6/12/20

Corvel Corp – ‘DEFA14A’ on 6/12/20

On: Friday, 6/12/20, at 5:02pm ET · Effective: 6/12/20 · Accession #: 1193125-20-167800 · File #: 0-19291

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Additional Definitive Proxy Soliciting Material — Sch. 14A — Rule 14a-12
Filing Table of Contents

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SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐		Definitive Proxy Statement

☒		Definitive Additional Materials

☐		Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

CORVEL CORPORATION

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):



☒	No fee required.

☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:

☐	Fee paid previously with preliminary materials.

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	(1)	Amount previously paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing party:
	(4)	Date filed:

*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on July 31, 2020.



		Meeting Information
CORVEL CORPORATION		Meeting Type: Annual Meeting
		For holders as of: June 5, 2020
		Date: July 31, 2020	Time: 1:00 P.M. PDT
		Location: CorVel Corporation
		Principal Executive Offices 1920 Main Street, Suite 900
		Irvine, California 92614


CORVEL CORPORATION ATTN: SHARON O’CONNOR 1920 MAIN STREET, SUITE 900 IRVINE, CALIFORNIA 92614	You are receiving this communication because you hold shares in the company named above.
	This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com, scan the QR Barcode on the reverse side, or easily request a paper copy (see reverse side).
	We encourage you to access and review all of the important information contained in the proxy materials before voting.

See the reverse side of this notice to obtain proxy materials and voting instructions.

Before You Vote

How to Access the Proxy Materials


				Proxy Materials Available to VIEW or RECEIVE:

				NOTICE AND PROXY STATEMENT ANNUAL REPORT ON FORM 10-K

				How to View Online:
				Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com, or scan the QR Barcode below.

				How to Request and Receive a PAPER or E-MAIL Copy:
				If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
				1) BY INTERNET: www.proxyvote.com 2) BY TELEPHONE: 1-800-579-1639 3) BY E-MAIL*: sendmaterial@proxyvote.com
				* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line.
				Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before July 17, 2020 to facilitate timely delivery.

How To Vote

Please Choose One of the Following Voting Methods

LOGO


		Voting Items

The Board of Directors recommends you vote FOR

the following:

1. To elect the six directors named in the attached proxy statement, each to serve until the 2021 annual meeting of stockholders or until his or her successor has been duly elected and qualified;

Nominees:

01) V. Gordon Clemons

02) Steven J. Hamerslag

03) Alan R. Hoops

04) R. Judd Jessup

05) Jean H. Macino

06) Jeffrey J. Michael

The Board of Directors recommends you vote FOR proposals 2, 3, 4, 5 and 6:

2. To ratify the appointment of Haskell & White LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2021;

3. To approve the amendment and restatement of our Amended and Restated Certificate of Incorporation to make Delaware the exlcusive forum for certain legal actions and to make the federal district courts of the United States of America the exclusive forum for certain other legal actions;

4. To approve the amendment and restatement of our Amended and Restated Bylaws to allow for participation in stockholder meetings by means of remote communication, including by means of virtual meeting technology;

5. To approve on an advisory basis the compensation of our named executive officers;

6. To approve the amendment and restatement of our Restated Omnibus Incentive Plan (Formerly The Restated 1988 Executive Stock Option Plan) to increase the number of shares of common stock available for grant thereunder over the life of such Plan by 750,000 shares, from 19,865,000 shares to 20,615,000 shares; and

7. To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

LOGO

This ‘DEFA14A’ Filing	Date	Other Filings

	3/31/21
	7/31/20	DEF 14A, PRE 14A
	7/17/20
Filed on / Effective on:	6/12/20	8-K, CT ORDER, DEF 14A
	6/5/20
		List all Filings

Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

Vote By Internet: Go to www.proxyvote.com or from a smartphone, scan the QR Barcode above. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions.

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.