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 x Filed by a Party other than the Registrant ¨
Check the appropriate box:
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Preliminary Proxy Statement | |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
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Definitive Proxy Statement | |
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Definitive Additional Materials | |
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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):
| x | 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:
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| (2) | Aggregate number of securities to which transaction applies:
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| (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):
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| (4) | Proposed maximum aggregate value of transaction:
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| (5) | Total fee paid:
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| ¨ | 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:
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| (2) | Form, Schedule or Registration Statement No.:
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| (3) | Filing party:
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| (4) | Date filed:
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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to Be Held on August 6, 2015.
| CORVEL CORPORATION |
Meeting Information | |||||
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Meeting Type: Annual Meeting | ||||||
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For holders as of: June 15, 2015 | ||||||
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Date: August 6, 2015 Time: 1:00 P.M. PDT | ||||||
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Location: CorVel Corporation | ||||||
| Principal Executive Offices | ||||||
| 2010 Main Street - Suite 600 | ||||||
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Irvine, California 92614
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| CORVEL CORPORATION ATTN: SHARON O’CONNOR 2010 MAIN ST., SUITE 600 IRVINE, CA 92614-7203 |
You are receiving this communication because you hold shares in the company named above. | |||||
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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). | ||||||
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We encourage you to access and review all of the important information contained in the proxy materials before voting.
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See the reverse side of this notice to obtain proxy materials and voting instructions.
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| Before You Vote | ||||
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How to Access the Proxy Materials
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Proxy Materials Available to VIEW or RECEIVE: | ||||
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NOTICE AND PROXY STATEMENT ANNUAL REPORT ON FORM 10-K | ||||
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How to View Online: | ||||
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Have the information that is printed in the box marked by the arrow
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How to Request and Receive a PAPER or E-MAIL Copy: | ||||
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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. | ||||
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Please choose one of the following methods to make your request: | ||||
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1) BY INTERNET: www.proxyvote.com | ||||
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2) BY TELEPHONE: 1-800-579-1639 | ||||
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3) BY E-MAIL*: sendmaterial@proxyvote.com | ||||
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* 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
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Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. | ||||
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Please make the request as instructed above on or before July 23, 2015 to facilitate timely delivery.
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How To Vote |
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Please Choose One of the Following Voting Methods
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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. | ||||
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Vote By Internet: Go to www.proxyvote.com or from a smart phone, scan the QR Barcode above. Have the information that is printed in the
box marked by the arrow
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Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
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(located on the following page) and visit: www.proxyvote.com, or scan the QR Barcode below.
| Voting Items | ||||||
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The Board of Directors recommends you vote FOR the following: |
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1. |
To elect the six directors named in the attached proxy statement, each to serve until the 2016 annual meeting of stockholders or until his or her successor has been duly elected and qualified; |
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Nominees:
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| 01) V. Gordon Clemons | ||||||
| 02) Steven J. Hamerslag | ||||||
| 03) Alan R. Hoops | ||||||
| 04) R. Judd Jessup | ||||||
| 05) Jean H. Macino | ||||||
| 06) Jeffrey J. Michael | ||||||
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The Board of Directors recommends you vote FOR the following proposals: | ||||||
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2. |
To approve the amendment and restatement of our Restated Omnibus Incentive Plan (Formerly The Restated 1988 Executive Stock Option Plan) to extend its expiration date by 10 years; | |||||
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3. |
To reapprove the performance goals under our Restated Omnibus Incentive Plan (Formerly The Restated 1988 Executive Stock Option Plan) to preserve our ability to deduct compensation that qualifies as performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended; | |||||
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4. |
To ratify the appointment of Haskell & White LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2016; and | |||||
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5. |
To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. | |||||
