fwrd-20220510

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 10, 2022

FORWARD AIR CORPORATION

(Exact name of registrant as specified in its charter)

62-1120025

(State or other jurisdiction of incorporation)

(I.R.S. Employer Identification No.)

1915 Snapps Ferry Road

Building N

Greeneville

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 10, 2022, 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 28, 2022.

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	24,635,034	189,135	815,821
Ana B. Amicarella	24,519,103	305,066	815,821
Valerie A. Bonebrake	24,679,598	144,571	815,821
C. Robert Campbell	24,478,926	345,243	815,821
R. Craig Carlock	24,674,514	149,655	815,821
G. Michael Lynch	24,020,632	803,537	815,821
George S. Mayes, Jr.	24,636,885	187,284	815,821
Chitra Nayak	24,508,090	316,079	815,821
Scott M. Niswonger	16,067,858	8,756,311	815,821
Javier Polit	24,529,767	294,402	815,821
Richard H. Roberts	24,517,833	306,336	815,821
Thomas Schmitt	24,213,888	610,281	815,821
Laurie A. Tucker	21,695,716	3,128,453	815,821

Proposal 2

The Company’s shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2022, as set forth below:


Votes For	Votes Against	Abstentions
25,119,652	515,590	4,748

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
24,603,827	213,267	7,075	815,821

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, 2022	By:	/s/ Thomas Schmitt
		Thomas Schmitt President and Chief Executive Officer