Date of Report (Date of earliest event reported): May 20, 2021 (May 19, 2021)
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 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