secwatch / observer

FORWARD AIR CORP — fact timeline

Source-grounded facts extracted from FORWARD AIR CORP's SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.

FWRD FORWARD AIR CORP JSON

Christine M. Gorjanc was appointed as independent Chair of the Board at FORWARD AIR CORP.

“Effective as of the Effective Date, the Board appointed Christine M. Gorjanc, a current member of the Board, to serve as the independent Chair of the Board.”

Jerome Lorrain resigned as Executive Chairman at FORWARD AIR CORP.

“On July 10, 2026 (the “Effective Date”), Jerome Lorrain resigned as the Executive Chairman of the Board of Directors (the “Board”) of Forward Air Corporation (the “Company”).”
Shareholder Votes

FORWARD AIR CORP shareholders approved Approval of an Amendment to the 2025 Omnibus Incentive Compensation Plan at the 2026-06-17 meeting.

“Proposal 4: Approval of an Amendment to the 2025 Omnibus Incentive Compensation Plan The Company’s stockholders voted to approve an amendment to the Company’s 2025 Omnibus Incentive Compensation Plan, as set forth below: Votes For Votes Against Abstentions Broker Non-Votes 21,834,532 3,752,547 464,208 4,674,152”
Shareholder Votes

FORWARD AIR CORP shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm for the 2026 Fiscal Year at the 2026-06-17 meeting.

“Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm for the 2026 Fiscal Year The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year, as set forth below: Votes For Votes Against Abstentions 30,503,398 145,356 76,685”
Shareholder Votes

FORWARD AIR CORP shareholders approved Advisory Vote on Compensation of Named Executive Officers at the 2026-06-17 meeting.

“Proposal 2: Advisory Vote on Compensation of Named Executive Officers The Company’s stockholders 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 24,784,242 1,130,305 136,740 4,674,152”
Shareholder Votes

FORWARD AIR CORP shareholders approved Election of Directors at the 2026-06-17 meeting.

“Proposal 1: Election of Directors The Company’s stockholders elected five individuals to the Board of Directors, as set forth below: Votes For Votes Withheld Broker Non-Votes Dale W. Boyles 21,374,787 4,676,500 4,674,152 Christine M. Gorjanc 21,556,278 4,495,009 4,674,152 Jerome Lorrain 21,499,588 4,551,699 4,674,152 Shawn Stewart 25,370,833 680,454 4,674,152 Paul Svindland 21,569,237 4,482,050 4,674,152”
Earnings Releases

FORWARD AIR CORP reported the three months ended March 31, 2026 results: revenue $582,046, net income $(40,198), EPS $(1.09).

“release of our first quarter 2026 results.” 2 Three Months Ended (in thousands, except per share data) March 31, 2026 March 31, 2025 Change Percent Change Operating revenues $ 582,046 $ 613,281 $ (31,235) (5.1) % Income from operations $ 20,441 $ 4,763 $ 15,678 329.2 % Operating margin 3.5 % 0.8 % 270 bps Net loss $ (40,198) $ (61,191) $ 20,993 34.3 % Net loss”

Robert L. Edwards, Jr. departed as Director at FORWARD AIR CORP.

“On April 24, 2026, the board of directors (the “Board”) of Forward Air Corporation (the “Company”) received notice from Charles L. Anderson and Robert L. Edwards, Jr. that each will not be standing for re-election at the Company’s annual meeting of stockholders to be held on June 17, 2026 (the “2026 Annual Meeting”).”

Charles L. Anderson departed as Director at FORWARD AIR CORP.

“On April 24, 2026, the board of directors (the “Board”) of Forward Air Corporation (the “Company”) received notice from Charles L. Anderson and Robert L. Edwards, Jr. that each will not be standing for re-election at the Company’s annual meeting of stockholders to be held on June 17, 2026 (the “2026 Annual Meeting”).”
Governance Changes

FORWARD AIR CORP: Amended and Restated Bylaws adopted upon reincorporation from Tennessee to Delaware (effective 2025-06-13).

“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.”
Governance Changes

FORWARD AIR CORP: Amended and Restated Certificate of Incorporation adopted upon reincorporation from Tennessee to Delaware (effective 2025-06-13).

“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.”

Paul Svindland was appointed as Lead Independent Director at FORWARD AIR CORP.

“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.”

Jerome Lorrain was appointed as Executive Chairman at FORWARD AIR CORP.

“the board of directors of FWRD-Tennessee appointed Jerome Lorrain, an independent director, to the position of Executive Chairman, effective June 11, 2025.”

Laurie A. Tucker resigned as Director at FORWARD AIR CORP.

“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.”

Javier Polit resigned as Director at FORWARD AIR CORP.

“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.”
Auditor Changes

FORWARD AIR CORP engaged KPMG, LLP as its auditor.

“On March 27, 2025, KPMG was engaged by the Audit Committee as Forward’s independent registered public accounting firm.”
Auditor Changes

FORWARD AIR CORP dismissed Ernst & Young LLP as its auditor.

“On March 24, 2025, EY was dismissed as authorized by the Audit Committee of the Board of Directors (“Audit Committee”).”

Paul Svindland was appointed as Director at FORWARD AIR CORP.

“the Board nominated Paul Svindland for election to the Board by the Company’s shareholders at the 2025 Annual Meeting”

Valerie Bonebrake departed as Director at FORWARD AIR CORP.

“On March 20, 2025, each of Ana Amicarella and Valerie Bonebrake notified the Board of Directors (the “Board”) of Forward Air Corporation (the “Company”) that they will not stand for re-election to the Board at the Company’s 2025 Annual Meeting of Shareholders (“2025 Annual Meeting”).”

Ana Amicarella departed as Director at FORWARD AIR CORP.

“On March 20, 2025, each of Ana Amicarella and Valerie Bonebrake notified the Board of Directors (the “Board”) of Forward Air Corporation (the “Company”) that they will not stand for re-election to the Board at the Company’s 2025 Annual Meeting of Shareholders (“2025 Annual Meeting”).”

Kyle Mitchin departed as Chief People Officer at FORWARD AIR CORP.

“On November 8, 2024, the Company announced that Mr. Kyle Mitchin, the Company’s Chief People Officer, would be departing from the Company with his last day of employment being November 22, 2024.”

Jerome Lorrain was appointed as Director at FORWARD AIR CORP.

“As previously reported in the Original 8-K, the Board appointed Mr. Jerome Lorrain to the Board effective October 1, 2024.”

Craig Carlock resigned as Director at FORWARD AIR CORP.

“On September 30, 2024, Mr. Craig Carlock submitted to the Chairman of the Board a notice of resignation from his position as director of the Company effective October 15, 2024.”

Jerome Lorrain was appointed as Director at FORWARD AIR CORP.

“On October 1, 2024, the Board of Directors (the “Board”) of Forward Air Corporation (the “Company”) increased the size of its Board to 13 and appointed Mr. Jerome Lorrain to the Board effective immediately.”

James Faught was appointed as Chief Accounting Officer at FORWARD AIR CORP.

“the appointment of James Faught as Chief Accounting Officer”

Jamie G. Pierson was appointed as Chief Financial Officer at FORWARD AIR CORP.

“the appointment of Jamie G. Pierson as the Company’s Chief Financial Officer on a permanent basis”

Jamie G. Pierson was appointed as interim Chief Financial Officer at FORWARD AIR CORP.

“announced the appointment of Jamie G. Pierson as interim Chief Financial Officer, effective May 20, 2024”

Rebecca Garbrick departed as Chief Financial Officer at FORWARD AIR CORP.

“Mr. Pierson succeeds Rebecca Garbrick, who is departing the Company.”
Earnings Releases

FORWARD AIR CORP reported three months ended March 31, 2024 results: EPS $(2.81).

“The Company’s net (loss) income per diluted share for the three months ended March 31, 2024 decreased by $0.46 to $(2.81).”
Earnings Releases

FORWARD AIR CORP reported three months ended March 31, 2024 results: revenue $541,813, net income $(88,794), EPS $(2.35).

“synergies are fully realized by the end of 2025.” Three Months Ended (in thousands, except per share data) March 31, 2024 March 31, 2023 Change Percent Change Operating revenue $ 541,813 $ 357,709 $ 184,104 51.5 % (Loss) income from operations $ (65,732) $ 47,196 $ (112,928) (239.3) % Operating margin (12.1) % 13.2 % (2,530) bps Net (loss) income $ (88,794) $”

Michael L. Hance changed role as Chief Legal Officer and Secretary at FORWARD AIR CORP.

“Mr. Stewart will succeed Michael L. Hance in his position as Interim Chief Executive Officer as of the Effective Date. As of the Effective Date, Mr. Hance will continue as the Company’s Chief Legal Officer and Secretary.”

Shawn Stewart was appointed as Chief Executive Officer at FORWARD AIR CORP.

“appointed Shawn Stewart as Chief Executive Officer and director of the Company, effective April 28, 2024”

W. Gil West departed as Director at FORWARD AIR CORP.

“On March 15, 2024, W. Gil West notified the Board of Directors (the “Board”) of Forward Air Corporation (the “Company”) that he will not stand for re-election to the Board at the Company’s 2024 Annual Meeting of Shareholders to focus on his new role as Chief Executive Officer of Hertz Global Holdings, Inc.”
Earnings Releases

FORWARD AIR CORP reported three months ended December 31, 2023 results: revenue $338,428, net income $(14,721), EPS $(0.58).

“and achievements.” Continuing Operations Three Months Ended (in thousands, except per share data) December 31, 2023 December 31, 2022 Change Percent Change Operating revenue $ 338,428 $ 403,039 $ (64,611) (16.0) % Income from operations $ 3,000 $ 56,330 $ (53,330) (94.7) % Operating margin 0.9 % 14.0 % (1,310) bps Net income $ (14,721) $ 39,009 $ (53,730)”
Material Agreements

FORWARD AIR CORP amended Amendment No. 2 with Citibank, N.A., as administrative agent and collateral agent valued at $400,000,000 to an aggregate principal amount of $340,000,000 (effective 2024-02-12).

“On February 12, 2024, Clue Opco LLC (“Opco”), a subsidiary of Forward Air Corporation, the revolving lenders party thereto and Citibank, N.A., as administrative agent and collateral agent (the “Agent”), entered into Amendment No. 2 (“Amendment No. 2”) to that certain Credit Agreement, dated as of December 19, 2023 (as amended, supplemented or otherwise modified prior to the date of Amendment No. 2, the “Credit Agreement”).”

Christopher Schmachtenberger was appointed as Director at FORWARD AIR CORP.

“On February 5, 2024, the Board appointed Christopher Schmachtenberger to the Board, following his designation by EVE Omni Investor, LLC (“ EVE ”) pursuant to the Shareholders Agreement, dated January 25, 2024, among the Company, EVE and certain EVE related parties (the “EVE Shareholders Agreement”), to fill an existing vacancy on the Board.”

W. Gil West was appointed as Director at FORWARD AIR CORP.

“On February 1, 2024, the Board of Directors (the “ Board ”) of Forward Air Corporation (the “ Company ” or “ Forward Air ”) voted to increase the size of the Board from 15 to 16 members pursuant to the bylaws of the Company and appointed W. Gil West to the Board to fill the newly authorized Board position.”

George S. Mayes was appointed as independent Chairman of the Board at FORWARD AIR CORP.

“On February 6, 2024, the Board appointed George S. Mayes, Director of the Company, to the position of independent Chairman of the Board.”

Chris C. Ruble was appointed as President at FORWARD AIR CORP.

“and Chris C. Ruble, Chief Operating Officer of the Company, was appointed to the role of President in addition to his current position as Chief Operating Officer.”

Michael L. Hance was appointed as Interim Chief Executive Officer at FORWARD AIR CORP.

“On February 6, 2024, Michael L. Hance, Chief Legal Officer and Secretary of the Company, was appointed to the role of Interim Chief Executive Officer in addition to his current position as Chief Legal Officer and Secretary”

Thomas Schmitt departed as Chairman, President and Chief Executive Officer at FORWARD AIR CORP.

“On February 6, 2024, Thomas Schmitt ceased serving as Chairman, President and Chief Executive Officer of the Company and as a member of the Board, with his last day of employment being February 9, 2024.”
Governance Changes

FORWARD AIR CORP: Appointment of Charles Anderson, Robert Edwards Jr., and Michael Hodge as directors effective at Closing.

“effective as of the Closing, the Board (a) increased the size of the Board from 11 directors to 15 directors and (b) appointed Charles Anderson, Robert Edwards, Jr. and Michael Hodge to serve on the Board”
Governance Changes

FORWARD AIR CORP: Board increased size from 11 to 15 directors effective as of the Closing pursuant to the bylaws.

“pursuant to the bylaws of Forward, effective as of the Closing, the Board (a) increased the size of the Board from 11 directors to 15 directors”
Governance Changes

FORWARD AIR CORP: Established terms of Forward Series B Preferred Stock and Series C Preferred Stock via Articles of Amendment to the Restated Charter.

“Pursuant to the Articles of Amendment to the Restated Charter of Forward filed by Forward with the Secretary of State of the State of Tennessee (the " Charter Amendment ") at the Closing, Forward established the terms of a new series of preferred stock of Forward designated as "Forward Series B Preferred Stock"”
M&A Transactions

FORWARD AIR CORP completed an acquisition involving Omni Holders for $20 million in cash, Common Equity Consideration representing 5,135,008 shares of Forward's outstanding common stock and Convertible Preferred Equity Considerat (closed 2024-01-25).

“transactions contemplated by the Amended Merger Agreement and the other Transaction Agreements referred to therein, the “ Transactions ”), acquired Omni for a combination of (a) $20 million in cash and (b) (i) common equity consideration representing 5,135,008 shares of Forward’s outstanding common stock, par value $0.01 per share (“ Forward Common Stock ”) on an”
Debt Financings

FORWARD AIR CORP incurred senior notes of $725,000,000 with U.S. Bank Trust Company, National Association at 9.500% per annum maturing October 15, 2031.

“GN Bondco, LLC (the “ Escrow Notes Issuer ”), a Delaware limited liability company and wholly owned subsidiary of Omni, closed its private offering (the “ Notes Offering ”) of $725,000,000 aggregate principal amount of its 9.500% senior secured notes due 2031 (the “ Notes ”), in a transaction exempt from registration under the Securities Act of 1933, as amended (the”

John J. Schickel, Jr. departed as President at FORWARD AIR CORP.

“Mr. Schickel’s mutual agreement that he would not serve in the role of President of Forward or as a member of the Board in connection therewith (and Mr. Schickel had accordingly declined these appointments), and the termination of the Employment Agreement”

Michael Hodge was appointed as Director at FORWARD AIR CORP.

“appointed Charles Anderson, Robert Edwards, Jr. and Michael Hodge to serve on the Board.”

Robert Edwards, Jr. was appointed as Director at FORWARD AIR CORP.

“appointed Charles Anderson, Robert Edwards, Jr. and Michael Hodge to serve on the Board.”

Charles Anderson was appointed as Director at FORWARD AIR CORP.

“appointed Charles Anderson, Robert Edwards, Jr. and Michael Hodge to serve on the Board.”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.