SEC 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, 2016 (May 10, 2016)

 
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.)

430 Airport Road
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))
 






SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT.
Item 5.07.  Submission of Matters to a Vote of Security Holders.
On May 10, 2016, Forward Air Corporation (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”), at which the Company’s shareholders approved five proposals. The proposals are described in detail in the Proxy Statement.
Proposal 1
The Company’s shareholders elected nine individuals to the Board of Directors, as set forth below:
Name
Votes For
Votes Withheld
Broker Non-Votes
Bruce A. Campbell
28,043,249
391,943
983,843
C. Robert Campbell
28,380,608
54,584
983,843
C. John Langley, Jr.
28,179,328
255,864
983,843
Tracy A. Leinbach
28,323,667
111,525
983,843
Larry D. Leinweber
28,315,641
119,551
983,843
G. Michael Lynch
27,852,160
583,032
983,843
Ronald W. Allen
28,383,627
51,565
983,843
Douglas M. Madden
28,387,407
47,785
983,843
R. Craig Carlock
28,304,680
130,512
983,843

Proposal 2
The Company’s shareholders approved the Company’s 2016 Omnibus Incentive Compensation Plan, as set forth below:
Votes For
Votes Against
Abstentions
Broker Non-Votes
27,404,800
1,024,591
5,801
983,843

Proposal 3
The Company’s shareholders approved the Company’s 2016 Amended and Restated Non-Employee Director Stock Plan, as set forth below:
Votes For
Votes Against
Abstentions
Broker Non-Votes
27,531,915
896,816
6,461
983,843

Proposal 4
The Company’s shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2016, as set forth below:
Votes For
Votes Against
Abstentions
28,319,471
1,094,794
4,770






Proposal 5
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
          27,865,549
563,853
5,790
983,843

SECTION 9.  FINANCIAL STATEMENTS AND EXHIBITS.
 
Item 9.01.  Financial Statements and Exhibits.
 
(d) Exhibits. The following exhibits are being furnished as part of this Report.
 
No.
 
Exhibit
10.1
Form of Non-Employee Director Restricted Stock Units Agreement under the registrant’s Amended and Restated Non-Employee Director Stock Plan

No.
 
Exhibit
10.2
Form of Non-Employee Director Restricted Stock Agreement under the registrant’s Amended and Restated Non-Employee Director Stock Plan







  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, 2016
 
By: 
/s/ Rodney L. Bell
 
 
 
Rodney L. Bell
Chief Financial Officer, Senior Vice President and Treasurer

 
 


 

 





EXHIBIT INDEX
 
No.
 
Exhibit
10.1
Form of Non-Employee Director Restricted Stock Units Agreement under the registrant’s Amended and Restated Non-Employee Director Stock Plan

No.
 
Exhibit
10.2
Form of Non-Employee Director Restricted Stock Agreement under the registrant’s Amended and Restated Non-Employee Director Stock Plan