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)
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FORWARD AIR CORPORATION |
(Exact name of registrant as specified in its charter) |
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Tennessee | | 000-22490 | | 62-1120025 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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430 Airport Road Greeneville, Tennessee | |
37745 |
(Address of principal executive offices) | | (Zip Code) |
Registrant's telephone number, including area code: (423) 636-7000
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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:
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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:
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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:
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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:
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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:
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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.
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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 |
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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.
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| | | 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
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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 |
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No. | | Exhibit |
10.2 | Form of Non-Employee Director Restricted Stock Agreement under the registrant’s Amended and Restated Non-Employee Director Stock Plan |