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): April 19, 2005 FORWARD AIR CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Tennessee 000-22490 62-1120025 - ---------------------------- ----------------- ---------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 430 Airport Road 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: [ ] 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)) SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT. Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. On April 19, 2005, Robert K. Gray and Scott M. Niswonger each advised the Company that he would not stand for reelection to the Company's Board of Directors at the Annual Meeting of Shareholders to be held on May 26, 2005. Mr. Gray has been a director of the Company since 1993. Mr. Niswonger has been a director of the Company since 1981. The decisions of Mr. Gray and Mr. Niswonger not to stand for reelection did not result from any disagreement with the Company on any matter relating to the Company's operations, policies or practices. The Company is continuing its search for additional independent non-employee directors. SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS. Item 9.01. Financial Statements and Exhibits. (c) Exhibits. The following exhibit is being furnished as part of this Report. Exhibit Number Description -------------------------------------------------------------------------- 99.1 Press Release of Forward Air Corporation dated April 19, 2005. SIGNATURES 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: April 19, 2005 By: /s/ Andrew C. Clarke --------------------------- Andrew C. Clarke Chief Financial Officer and Senior Vice President EXHIBIT INDEX No. Exhibit - -------------------------------------------------------------------------------- 99.1 Press Release of Forward Air Corporation dated April 19, 2005.