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 13, 2020 (May 12, 2020)

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. o

SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT.
Item 5.07.    Submission of Matters to a Vote of Security Holders.
On May 12, 2020, 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 31, 2020.
Proposal 1
The Company’s shareholders elected ten individuals to the Board of Directors, as set forth below:
Name
Votes For
Votes Withheld
Broker Non-Votes
Ronald W. Allen
25,302,098
139,399
758,005
Ana B. Amicarella
25,393,430
 48,067
758,005
Valerie A. Bonebrake
25,420,444
 21,053
758,005
C. Robert Campbell
25,155,709
285,788
758,005
R. Craig Carlock
25,266,351
175,146
758,005
C. John Langley, Jr.
25,171,263
270,234
758,005
G. Michael Lynch
24,993,310
448,187
758,005
Thomas Schmitt
24,575,864
865,633
758,005
Laurie A. Tucker
25,422,255
19,242
758,005
W. Gilbert West
25,411,151
30,346
758,005

Proposal 2
The Company’s shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2020, as set forth below:
Votes For
Votes Against
Abstentions
25,555,944
641,939
1,619

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
25,180,432
249,489
11,576
758,005









  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 13, 2020
 
By: 
/s/ Michael J. Morris
 
 
 
Michael J. Morris
Chief Financial Officer and Treasurer