Document



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 15, 2018

 
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





SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT.
Item 5.07.  Submission of Matters to a Vote of Security Holders.
On May 15, 2018, 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 April 3, 2018.
Proposal 1
The Company’s shareholders elected eight individuals to the Board of Directors, as set forth below:
Name
 
Votes For
 
Votes Withheld
 
Broker Non-Votes
Ronald W. Allen
 
25,977,380
 
308,319
 
776,875
Ana B. Amicarella
 
26,213,319
 
72,380
 
776,875
Valerie A. Bonebrake
 
26,213,069
 
72,630
 
776,875
Bruce A. Campbell
 
25,407,855
 
877,744
 
776,875
C. Robert Campbell
 
25,854,260
 
431,439
 
776,875
R. Craig Carlock
 
26,119,705
 
165,994
 
776,875
C. John Langley, Jr.
 
26,086,989
 
198,710
 
776,875
G. Michael Lynch
 
25,781,252
 
504,447
 
776,875

Proposal 2
The Company’s shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2018, as set forth below:
Votes For
 
Votes Against
 
Abstentions
26,530,904
 
530,770
 
900

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
          25,607,623
 
675,513
 
2,563
 
776,875







  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 15, 2018
 
By: 
/s/ Michael J. Morris
 
 
 
Michael J. Morris
Chief Financial Officer, Senior Vice President and Treasurer