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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): June 3, 2024

FORWARD AIR CORPORATION
(Exact name of registrant as specified in its charter)
TN62-1120025
(State or other jurisdiction of incorporation)(I.R.S. Employer Identification No.)
1915 Snapps Ferry RoadBuilding NGreenevilleTN37745
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueFWRDNASDAQ
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. ☐



Item 5.07. Submission of Matters to a Vote of Security Holders.


On June 3, 2024, Forward Air Corporation (the “Company”) held its annual meeting of shareholders, at which the Company’s shareholders approved the proposals described in the Company’s Proxy Statement, filed with the Securities and Exchange Commission on May 20, 2024 (the “Proxy Statement”).

Proposal 1

The Company’s shareholders voted to approve, in accordance with Nasdaq Listing Rule 5635(a), (i) the issuance of shares of the Company’s common stock (“Company Common Stock”) upon the conversion of the outstanding Company Series C Preferred Units that were issued in connection with the acquisition of Omni Newco, LLC (the “Omni Acquisition”) and (ii) the issuance of fractional units of Company Series B Preferred Stock (as defined in the Proxy Statement) upon the conversion of Opco Series C-2 Preferred Units that were issued in connection with the Omni Acquisition into Opco Class B Units, and the issuance of Company Common Stock upon the exchange of such fractional units of Company Series B Preferred Stock (together with corresponding Opco Class B Units) (in each case, as defined in the Proxy Statement) as set forth below. In accordance with Nasdaq listing rules, the voting results below do not include votes cast that correspond to those shares of Company Common Stock or Company Series B Preferred Units issued by the Company as consideration for the Omni Acquisition.

Votes ForVotes AgainstAbstentions
16,834,7601,396,3412,607,155

Proposal 2

The Company’s shareholders elected twelve individuals to the Board of Directors, as set forth below:

NameVotes ForVotes WithheldBroker Non-Votes
Ana B. Amicarella23,172,612955,8090
Charles L. Anderson22,646,327533,5060
Valerie A. Bonebrake23,419,020709,4010
Dale W. Boyles23,608,395520,0260
R. Craig Carlock23,294,134834,2870
Robert L. Edwards, Jr.22,646,467533,3660
Christine M. Gorjanc22,400,4661,727,9550
Michael B. Hodge22,646,491533,3420
George S. Mayes, Jr.23,030,2941,098,1270
Javier Polit23,576,315552,1060
Shawn Stewart23,621,988506,4330
Laurie A. Tucker23,010,7541,117,6670

Proposal 3

The Company’s shareholders voted to approve the amendment to the Company’s 2016 Omnibus Incentive Compensation Plan to increase the number of shares of Company Common Stock authorized for issuance thereunder, as set forth below:

Votes ForVotes AgainstAbstentions
22,053,786834,8161,239,819



Proposal 4

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 ForVotes AgainstAbstentions
18,037,4754,696,9431,349,003

Proposal 5

The Company’s shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2024, as set forth below:

Votes ForVotes AgainstAbstentions
22,100,500800,1941,227,727







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: June 4, 2024
 By: /s/ Shawn Stewart
  Name:
Title:		Shawn Stewart
Chief Executive Officer

 
 


 

 






v3.24.1.1.u2
Cover Page
Jun. 03, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jun. 03, 2024
Entity Registrant Name FORWARD AIR CORP
Entity Incorporation, State or Country Code TN
Entity File Number 000-22490
Entity Tax Identification Number 62-1120025
Entity Address, Address Line One 1915 Snapps Ferry Road
Entity Address, Address Line Two Building N
Entity Address, City or Town Greeneville
Entity Address, State or Province TN
Entity Address, Postal Zip Code 37745
City Area Code 423
Local Phone Number 636-7000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.01 par value
Trading Symbol FWRD
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0000912728
Amendment Flag false
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