CorVel (CRVL) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for August 1, 2024, to elect six directors and ratify the appointment of the independent auditor for fiscal year 2025.

• Proxy materials are provided primarily online, with options for shareholders to request paper copies.

• The board recommends voting for all director nominees and for the ratification of Haskell & White LLP as auditor.

• Forward-looking statements are included, with risks and uncertainties highlighted in the annual report.

Voting matters and shareholder proposals

• Shareholders will vote on electing six directors and ratifying the appointment of Haskell & White LLP as the independent registered public accounting firm for fiscal year 2025.

• The board unanimously recommends voting for all director nominees and for the auditor ratification.

• Shareholders of record as of June 7, 2024, are eligible to vote.

• Proposals require a plurality (directors) or majority (auditor) of votes cast to pass.

• Deadlines for shareholder proposals and nominations for the 2025 meeting are specified.

Board of directors and corporate governance

• Six directors are nominated, with one new nominee (Joanna M. Burkey) and one current director not standing for re-election.

• The board consists of a majority of independent directors, with committee independence confirmed.

• The roles of CEO and Chairman are separated; a Lead Independent Director is designated.

• The board values diversity, skill, and experience in its composition.

• Directors are encouraged to attend all meetings, and all attended the 2023 annual meeting.