8-K
FORWARD AIR CORP (FWRD)
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 9, 2023
FORWARD AIR CORPORATION
(Exact name of registrant as specified in its charter)
| TN | 62-1120025 | |||||
|---|---|---|---|---|---|---|
| (State or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) | |||||
| 1915 Snapps Ferry Road | Building N | Greeneville | TN | 37745 | ||
| (Address of principal executive offices) | (Zip Code) | 000-22490 | ||||
| --- | ||||||
| (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 |
|---|---|---|
| Common Stock, $0.01 par value | FWRD | NASDAQ |
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 9, 2023, 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 March 27, 2023.
Proposal 1
The Company’s shareholders elected twelve individuals to the Board of Directors, as set forth below:
| Name | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| Ronald W. Allen | 21,100,817 | 3,392,337 | 632,390 |
| Ana B. Amicarella | 21,127,854 | 3,365,300 | 632,390 |
| Valerie A. Bonebrake | 24,234,403 | 258,751 | 632,390 |
| C. Robert Campbell | 23,991,255 | 501,899 | 632,390 |
| R. Craig Carlock | 22,626,303 | 1,866,851 | 632,390 |
| G. Michael Lynch | 22,969,341 | 1,523,813 | 632,390 |
| George S. Mayes, Jr. | 21,106,403 | 3,386,751 | 632,390 |
| Chitra Nayak | 21,136,456 | 3,356,698 | 632,390 |
| Scott M. Niswonger | 14,512,065 | 9,981,089 | 632,390 |
| Javier Polit | 24,237,847 | 255,307 | 632,390 |
| Thomas Schmitt | 23,709,446 | 783,708 | 632,390 |
| Laurie A. Tucker | 20,985,611 | 3,507,543 | 632,390 |
Proposal 2
The Company’s shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2023, as set forth below:
| Votes For | Votes Against | Abstentions |
|---|---|---|
| 24,654,877 | 466,943 | 3,724 |
Proposal 3
The Company’s shareholders voted to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as set forth below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 22,571,858 | 1,913,388 | 7,908 | 632,390 |
Proposal 4
The Company’s shareholders voted to approve, on a non-binding, advisory basis, to hold a shareholder advisory vote on the compensation of the Company’s named executive officers every one year, as set forth below:
| Votes For Every<br>One Year | Votes For Every<br>Two Years | Votes For Every<br>Three Years | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| 23,581,791 | 5,320 | 899,283 | 6,760 | 632,390 |
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 11, 2023 | By: | /s/ Thomas Schmitt |
| Thomas Schmitt<br>President and Chief Executive Officer |