8-K12B
filed June 13, 2025, 7:59 PM ET
ticker FWRD
CIK 0000912728
leadership
confidence high
sentiment neutral
materiality 0.65
Forward Air shareholders approve Delaware reincorporation; board reduced to eight after three resignations
FORWARD AIR CORP
- George Mayes resigned after receiving more withhold (18.9M) than for (14.7M) votes; Polit and Tucker voluntarily resigned.
- Board reduced from 11 to 8 directors; all appointed since January 2024 as part of refreshment.
- Jerome Lorrain (former CEVA COO) appointed Executive Chairman; Paul Svindland named Lead Independent Director.
- Shareholders approved Delaware reincorporation, 2025 Omnibus Incentive Plan, and Non-Employee Director Stock Plan.
- Board continues strategic alternatives review to improve operating results and maximize shareholder value.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jerome Lorrain was appointed as Executive Chairman at FORWARD AIR CORP.
- Action
- appointed
- Role
- Executive Chairman
Exact text from the filing
the board of directors of FWRD-Tennessee appointed Jerome Lorrain, an independent director, to the position of Executive Chairman, effective June 11, 2025.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Laurie A. Tucker resigned as Director at FORWARD AIR CORP.
- Action
- resigned
- Role
- Director
Exact text from the filing
On June 11, 2025, Javier Polit and Laurie A. Tucker resigned as members of the board of directors of FWRD-Tennessee, effective June 11, 2025.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Paul Svindland was appointed as Lead Independent Director at FORWARD AIR CORP.
- Action
- appointed
- Role
- Lead Independent Director
Exact text from the filing
the board of directors of FWRD-Tennessee appointed Paul Svindland to serve as the Lead Independent Director of the board of directors of FWRD-Tennessee, effective June 11, 2025.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Javier Polit resigned as Director at FORWARD AIR CORP.
- Action
- resigned
- Role
- Director
Exact text from the filing
On June 11, 2025, Javier Polit and Laurie A. Tucker resigned as members of the board of directors of FWRD-Tennessee, effective June 11, 2025.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
FORWARD AIR CORP: Amended and Restated Bylaws adopted upon reincorporation from Tennessee to Delaware (effective 2025-06-13).
- Change
- bylaw amendment
- Effective
- 2025-06-13
Exact text from the filing
As of June 13, 2025, the rights of the Surviving Corporation’s stockholders began to be governed by the Delaware General Corporation Law (“DGCL”) and the Amended and Restated Certificate of Incorporation and Bylaws of the Surviving Corporation are attached hereto as Exhibits 3.1 and 3.2, respectively.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
FORWARD AIR CORP: Amended and Restated Certificate of Incorporation adopted upon reincorporation from Tennessee to Delaware (effective 2025-06-13).
- Change
- charter amendment
- Effective
- 2025-06-13
Exact text from the filing
As of June 13, 2025, the rights of the Surviving Corporation’s stockholders began to be governed by the Delaware General Corporation Law (“DGCL”) and the Amended and Restated Certificate of Incorporation and Bylaws of the Surviving Corporation are attached hereto as Exhibits 3.1 and 3.2, respectively.
View on SEC.gov
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