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 8, 2019 (May 7, 2019)
 
FORWARD AIR CORPORATION
(Exact name of registrant as specified in its charter)
Tennessee
 
000-22490
 
62-1120025
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer
Identification No.)
1915 Snapps Ferry Road, Building N
Greeneville, Tennessee

 
 
37745
(Address of principal executive offices)
 
(Zip Code)
 
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:
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
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 o
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. o
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
The Nasdaq Stock Market LLC





SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT.
Item 5.07.  Submission of Matters to a Vote of Security Holders.
On May 7, 2019, 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 26, 2019.
Proposal 1
The Company’s shareholders elected nine individuals to the Board of Directors, as set forth below:
Name
 
Votes For
 
Votes Withheld
 
Broker Non-Votes
Ronald W. Allen
 
25,992,744
 
407,286
 
1,077,992
Ana B. Amicarella
 
26,204,719
 
195,311
 
1,077,992
Valerie A. Bonebrake
 
26,220,139
 
179,891
 
1,077,992
C. Robert Campbell
 
25,920,707
 
479,323
 
1,077,992
R. Craig Carlock
 
26,213,605
 
186,425
 
1,077,992
C. John Langley, Jr.
 
26,150,133
 
249,897
 
1,077,992
G. Michael Lynch
 
25,862,134
 
537,896
 
1,077,992
Thomas Schmitt
 
25,739,860
 
660,170
 
1,077,992
W. Gilbert West
 
26,318,385
 
81,645
 
1,077,992

Proposal 2
The Company’s shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2019, as set forth below:
Votes For
 
Votes Against
 
Abstentions
26,493,251
 
984,579
 
192

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
26,028,735
 
364,570
 
6,725
 
1,077,992







  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 8, 2019
 
By: 
/s/ Michael J. Morris
 
 
 
Michael J. Morris
Chief Financial Officer, Senior Vice President and Treasurer