---
schema_version: "secwatch.filing_event.v1"
accession: "0001628280-25-031182"
form_type: "8-K12B"
ticker: "FWRD"
cik: "0000912728"
company_name: "FORWARD AIR CORP"
filed_at: "2025-06-13T23:59:59+00:00"
generated_at: "2026-05-19T09:49:10.707424+00:00"
event_type: "leadership"
sentiment: "neutral"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# Forward Air shareholders approve Delaware reincorporation; board reduced to eight after three resignations

## Summary
- 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.

## SEC filing metadata
- accession: 0001628280-25-031182
- form_type: 8-K12B
- ticker: FWRD
- cik: 0000912728
- company_name: FORWARD AIR CORP
- filed_at: 2025-06-13T23:59:59+00:00
- event_type: leadership
- sentiment: neutral
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 3.03, 5.02, 5.07, 5.03, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/912728/000162828025031182/0001628280-25-031182-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/912728/000162828025031182/fwrd-20250611.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001628280-25-031182
- JSON: https://secwatch.observer/filing/0001628280-25-031182.json
- Plain text: https://secwatch.observer/filing/0001628280-25-031182.txt

## Key facts
- Executive change
  Jerome Lorrain was appointed as Executive Chairman at FORWARD AIR CORP.
  - Action: appointed
  - Role: Executive Chairman
  source text: the board of directors of FWRD-Tennessee appointed Jerome Lorrain, an independent director, to the position of Executive Chairman, effective June 11, 2025.
  evidence_url: https://www.sec.gov/Archives/edgar/data/912728/000162828025031182/0001628280-25-031182-index.htm
- Executive change
  Laurie A. Tucker resigned as Director at FORWARD AIR CORP.
  - Action: resigned
  - Role: Director
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/912728/000162828025031182/0001628280-25-031182-index.htm
- Executive change
  Paul Svindland was appointed as Lead Independent Director at FORWARD AIR CORP.
  - Action: appointed
  - Role: Lead Independent Director
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/912728/000162828025031182/0001628280-25-031182-index.htm
- Executive change
  Javier Polit resigned as Director at FORWARD AIR CORP.
  - Action: resigned
  - Role: Director
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/912728/000162828025031182/0001628280-25-031182-index.htm
- Governance Changes
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/912728/000162828025031182/0001628280-25-031182-index.htm
- Governance Changes
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/912728/000162828025031182/0001628280-25-031182-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.