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Registrant's telephone number, including area code: (i423)
i636-7000
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:
i☐ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐ Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐ 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
iCommon Stock, $0.01 par value
iFWRD
iNASDAQ
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 i☐
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. i☐
SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT.
Item 5.07.Submission of
Matters to a Vote of Security Holders.
On May 9, 2023, 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 27, 2023.
Proposal 1
The Company’s shareholders
elected twelve individuals to the Board of Directors, as set forth below:
The Company’s shareholders ratified the appointment of Ernst & Young LLP
as the Company’s independent registered public accounting firm for 2023, as set forth below:
Votes For
Votes Against
Abstentions
24,654,877
466,943
3,724
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
22,571,858
1,913,388
7,908
632,390
Proposal 4
The Company’s shareholders voted to approve, on a non-binding, advisory basis, to hold a shareholder advisory vote on the compensation of the
Company’s named executive officers every one year, as set forth below:
Votes For Every One Year
Votes For Every Two Years
Votes For Every Three
Years
Abstentions
Broker Non-Votes
23,581,791
5,320
899,283
6,760
632,390
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.
