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 10, 2017 (May 9, 2017)

 
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 9, 2017, Forward Air Corporation (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”), at which the Company’s shareholders approved proposals. The proposals are described in detail in the Proxy Statement.
Proposal 1
The Company’s shareholders elected seven individuals to the Board of Directors, as set forth below:
Name
Votes For
Votes Withheld
Broker Non-Votes
Bruce A. Campbell
27,410,986
426,108
909,605
C. Robert Campbell
27,680,148
156,946
909,605
C. John Langley, Jr.
27,635,565
201,529
909,605
G. Michael Lynch
27,295,061
542,033
909,605
Ronald W. Allen
26,833,406
1,003,688
909,605
Douglas M. Madden
27,446,716
390,378
909,605
R. Craig Carlock
27,446,716
390,378
909,605

Proposal 2

The Company’s shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2017, as set forth below:
Votes For
Votes Against
Abstentions
28,154,063
592,612
24

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
26,897,065
935,428
4,601
909,605

Proposal 4
The Company’s shareholders voted to approve an advisory resolution that future Say on Pay votes occur every one, two or three years (“Say on Frequency” vote), as set forth below:
Votes For 1 Year
Votes for 2 Years
Votes for 3 Years
Abstentions
22,251,027
29,666
5,554,724
1,677





  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 10, 2017
 
By: 
/s/ Michael J. Morris
 
 
 
Michael J. Morris
Chief Financial Officer, Senior Vice President and Treasurer