Forward Air chairman, 2 directors leave after shareholder vote

Forward Air announced Thursday that Chairman George Mayes has resigned following the company’s annual shareholder meeting. Per the less-than-truckload carrier’s corporate governance guidelines, board members not receiving at least 50.1% of shareholder support are required to step down.

Directors Javier Polit and Laurie Tucker did receive the majority vote required to remain on the board but voluntarily resigned, “in order to permit the Board and management to continue focusing on the Company’s operations, transformation plan and comprehensive strategic alternatives review,” a news release stated.

Activist investor Ancora Holdings Group had targeted for removal the three directors in the weeks leading up to the company’s annual meeting held on Wednesday. Ancora called the three “unfit legacy directors” and blamed them for overseeing the company’s “disastrous acquisition of Omni Logistics.” Ancora also accused the group of “slow-walking” a strategic review, which could culminate in the sale of Forward to private equity.

The Omni acquisition was structured through a series of transactions that circumvented a vote from shareholders. The transaction placed a large debt burden on Forward (5.3 times net leverage at the end of the first quarter) and gave Omni’s private equity backers control over a 38% voting bloc that is required to vote for board-nominated directors.

Feeling pressure from shareholders, Forward announced in January that it would execute a strategic review of all options.

Shares of Greeneville, Tennessee-based FWRD (NASDAQ: FWRD) are off roughly 80% since the merger was announced in August 2023. The business combination, which was expected to reap the synergies and economics of integrating a freight forwarder with an expedited capacity provider, has yet to live up to initial projections.

“George, Javier and Laurie have been dedicated directors, offering critical leadership, insight and experience over their respective tenures and we thank them for their service,” a statement from the board read.

“Looking ahead, we are committed to advancing the Company’s strategic alternatives review – which is well underway – and continued global transformation in order to improve operating results and maximize shareholder value. We will continue to work closely with the management team to realize the Company’s full intrinsic value.”

Forward’s board now includes just eight directors, all of whom have been appointed since the Omni deal was announced.

Jerome Lorrain will serve as executive chairman with Paul Svindland serving as lead independent director.

Lorrain is also a director at supply chain tech company Log-Hub and the executive chairman of routing solutions provider FluentCargo. He previously served as the chief operating officer at CEVA Logistics.

Svindland is currently the chairman of STG Logistics.

Forward also announced on Thursday that shareholders approved a reincorporation to Delaware. The company had called on shareholders to approve the move given Delaware’s favorable corporate governance framework, which may make it easier to sell.

“This vote is a clear mandate that shareholders expect Forward Air to expeditiously complete a credible strategic review that leads to a sale at a meaningful premium,” a Thursday statement from Ancora read.

“Absent the more than 30% of shares that were legally committed to vote for the incumbent Board, Chairman George Mayes, Jr., Javier Polit, and Laurie Tucker lost in a landslide, highlighting the substantial level of concern regarding the legitimacy of the Board’s strategic review. We believe the resignations of these legacy directors will empower the Board to carry out a thorough assessment of value-maximizing opportunities.”

Shares of FWRD were up 6.4% in early trading on Thursday.

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