Forward Air Corp 8-K, filed May 20, 2021
Forward Air Corp (FWRD)
8-K
2021-05-20
For: 2021-05-20
View Original
Added on
April 10, 2026
About this 8-K
Forward Air Corp filed this 8-K on May 20, 2021.
Items reported
- Item 5.07: Shareholder vote results
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): May 20, 2021 (May 19, 2021)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) | ||||||||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||||||||
| (Commission File Number) | ||
Registrant's telephone number, including area code: (423 ) 636-7000
| Not Applicable | ||
| (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 | ||||||||||||
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. ☐
SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 19, 2021, Forward Air Corporation (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”), at which the Company’s shareholders approved the proposals described in the Company’s Proxy Statement, filed with the Securities and Exchange Commission on April 6, 2021.
Proposal 1
The Company’s shareholders elected thirteen individuals to the Board of Directors, as set forth below:
| Name | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
| Ronald W. Allen | 25,541,324 | 148,789 | 623,312 | |||||||||||||||||
| Ana B. Amicarella | 25,520,879 | 169,234 | 623,312 | |||||||||||||||||
| Valerie A. Bonebrake | 25,611,392 | 78,721 | 623,312 | |||||||||||||||||
| C. Robert Campbell | 25,417,977 | 272,136 | 623,312 | |||||||||||||||||
| R. Craig Carlock | 25,645,252 | 44,861 | 623,312 | |||||||||||||||||
| G. Michael Lynch | 25,358,585 | 331,528 | 623,312 | |||||||||||||||||
| George S. Mayes, Jr. | 25,629,906 | 60,207 | 623,312 | |||||||||||||||||
| Chitra Nayak | 25,508,025 | 182,088 | 623,312 | |||||||||||||||||
| Scott M. Niswonger | 25,649,065 | 41,048 | 623,312 | |||||||||||||||||
| Javier Polit | 25,629,905 | 60,208 | 623,312 | |||||||||||||||||
| Richard H. Roberts | 25,630,905 | 59,208 | 623,312 | |||||||||||||||||
| Thomas Schmitt | 25,162,806 | 527,307 | 623,312 | |||||||||||||||||
| Laurie A. Tucker | 25,525,458 | 164,655 | 623,312 | |||||||||||||||||
Proposal 2
The Company’s shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2021, as set forth below:
| Votes For | Votes Against | Abstentions | ||||||||||||
| 25,962,774 | 345,238 | 5,413 | ||||||||||||
Proposal 3
The Company’s shareholders voted to approve an advisory resolution on the Company’s executive compensation (“Say on Pay” vote), as set forth below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 25,519,673 | 146,658 | 23,782 | 623,312 | |||||||||||||||||
SIGNATURE
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.
| FORWARD AIR CORPORATION | |||||||||||
| Date: May 20, 2021 | By: | /s/ Thomas Schmitt | |||||||||
| Thomas Schmitt Chairman, President and Chief Executive Officer | |||||||||||