fwrd-20260617
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): June 17, 2026
FORWARD AIR CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 62-1120025 | ||||||||||||||||
| (State or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) | ||||||||||||||||
| 3200 Olympus Boulevard | Suite 300 | Dallas | TX | 75019 | |||||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||||||||
| 000-22490 | ||
| (Commission File Number) | ||
Registrant’s telephone number, including area code: (817) 552-5270
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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Common Stock, $0.01 par value | FWRD | NASDAQ | ||||||||||||
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 ☐
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. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders. | ||||
On June 17, 2026, Forward Air Corporation (the “Company”) held its annual meeting of stockholders, at which the Company’s stockholders approved the proposals described in the Company’s proxy statement, filed with the Securities and Exchange Commission on April 29, 2026.
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 | |||||||||||||||||
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 | |||||||||||||||||
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 | ||||||||||||
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 | |||||||||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| No. | Exhibit | |||||||
| 104 | Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document) | |||||||
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: June 17, 2026 | By: | /s/ Shawn Stewart | |||||||||
| Name: Title: | Shawn Stewart President and Chief Executive Officer | ||||||||||