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Forward Air chairman, 2 directors leave after shareholder vote
Forward Air chairman, 2 directors leave after shareholder vote

Yahoo

time12-06-2025

  • Business
  • Yahoo

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 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 being appointed 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 FreightWaves articles by Todd Maiden: Intermodal carriers getting 'a bit more optimistic' Dynamic pricing, easy comps end 22-month tonnage downturn at ArcBest Saia's tonnage turns negative after 22-month run The post Forward Air chairman, 2 directors leave after shareholder vote appeared first on FreightWaves.

Ancora Comments on Clear Mandate from Forward Air Shareholders That a Well-Run Sale Process is Urgently Needed
Ancora Comments on Clear Mandate from Forward Air Shareholders That a Well-Run Sale Process is Urgently Needed

Associated Press

time12-06-2025

  • Business
  • Associated Press

Ancora Comments on Clear Mandate from Forward Air Shareholders That a Well-Run Sale Process is Urgently Needed

CLEVELAND--(BUSINESS WIRE)--Jun 12, 2025-- Ancora Holdings Group, LLC (together with its affiliates, 'Ancora' or 'we'), a significant shareholder of Forward Air Corporation (NASDAQ: FWRD) ('Forward Air' or the 'Company'), today issued the following statement regarding the announced voting results of the Company's 2025 Annual Meeting of Shareholders. '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. 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.' About Ancora Founded in 2003, Ancora Holdings Group, LLC offers integrated investment advisory, wealth management, retirement plan services and insurance solutions to individuals and institutions across the United States. The firm is a long-term supporter of union labor and has a history of working with union groups and public pension plans to deliver long-term value. Ancora's comprehensive service offering is complemented by a dedicated team that has the breadth of expertise and operational structure of a global institution, with the responsiveness and flexibility of a boutique firm. Ancora Alternatives is the alternative asset management division of Ancora Holdings Group, investing across three primary strategies: activism, multi-strategy and commodities. For more information about Ancora Alternatives, please visit View source version on CONTACT: Longacre Square Partners LLC Greg Marose / Bela Kirpalani, [email protected]/[email protected] KEYWORD: UNITED STATES NORTH AMERICA OHIO INDUSTRY KEYWORD: ASSET MANAGEMENT PROFESSIONAL SERVICES FINANCE SOURCE: Ancora Holdings Group, LLC Copyright Business Wire 2025. PUB: 06/12/2025 09:20 AM/DISC: 06/12/2025 09:18 AM

Ancora Comments on Clear Mandate from Forward Air Shareholders That a Well-Run Sale Process is Urgently Needed
Ancora Comments on Clear Mandate from Forward Air Shareholders That a Well-Run Sale Process is Urgently Needed

Business Wire

time12-06-2025

  • Business
  • Business Wire

Ancora Comments on Clear Mandate from Forward Air Shareholders That a Well-Run Sale Process is Urgently Needed

CLEVELAND--(BUSINESS WIRE)--Ancora Holdings Group, LLC (together with its affiliates, 'Ancora' or 'we'), a significant shareholder of Forward Air Corporation (NASDAQ: FWRD) ('Forward Air' or the 'Company'), today issued the following statement regarding the announced voting results of the Company's 2025 Annual Meeting of Shareholders. '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. 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.' About Ancora Founded in 2003, Ancora Holdings Group, LLC offers integrated investment advisory, wealth management, retirement plan services and insurance solutions to individuals and institutions across the United States. The firm is a long-term supporter of union labor and has a history of working with union groups and public pension plans to deliver long-term value. Ancora's comprehensive service offering is complemented by a dedicated team that has the breadth of expertise and operational structure of a global institution, with the responsiveness and flexibility of a boutique firm. Ancora Alternatives is the alternative asset management division of Ancora Holdings Group, investing across three primary strategies: activism, multi-strategy and commodities. For more information about Ancora Alternatives, please visit

Lakeview Announces Intent to Withhold Support for Directors of Forward Air Corp. at Annual Meeting
Lakeview Announces Intent to Withhold Support for Directors of Forward Air Corp. at Annual Meeting

Business Wire

time05-06-2025

  • Business
  • Business Wire

Lakeview Announces Intent to Withhold Support for Directors of Forward Air Corp. at Annual Meeting

CHICAGO--(BUSINESS WIRE)--Lakeview Investment Group & Trading Company, LLC (together with its affiliates, 'Lakeview'), a meaningful shareholder of Forward Air Corp. (NASDAQ: FWRD) ('Forward Air' or the 'Company'), is announcing its plans to withhold support for three incumbents at the Company's 2025 annual meeting of shareholders: George Mayes, Jr. (chairman), Javier Polit (director) and Laurie Tucker (director). Lakeview agrees with the conclusions reached by other investors and the two leading proxy advisory firms, which affirmed there is a need to remove long-standing directors with histories of voting for value-destructive acquisitions. In addition, Lakeview urges the board of directors to avoid further investor unrest by carrying out an accelerated strategic review that results in a sale at a meaningful premium. About Lakeview Investment Group Lakeview Investment Group & Trading Company, LLC is a Chicago-based investment manager founded in 2004 with a focus on small- and mid-cap companies. Lakeview's strategy focuses primarily on long-term investments in companies trading at significant discounts to intrinsic value. On select occasions, Lakeview engages directly with company leadership to help drive shareholder value.

Proxy adviser backs activist's move to reshape Forward Air board
Proxy adviser backs activist's move to reshape Forward Air board

Yahoo

time02-06-2025

  • Business
  • Yahoo

Proxy adviser backs activist's move to reshape Forward Air board

A major independent proxy advisory firm is backing activist investor Ancora's call for shareholders to vote against three Forward Air board members at the company's upcoming annual meeting. Institutional Shareholder Services Inc. (ISS) has recommended that Forward's (NASDAQ: FWRD) shareholders reject the reelection of Chairman George Mayes and directors Javier Polit and Laurie Tucker, according to a Monday statement from Ancora Holdings Group. Ancora has blamed the trio for overseeing a controversial merger with freight forwarder Omni Logistics. That deal has been publicly panned as it was structured through a series of transactions to circumvent a vote from shareholders. It also left Forward with a debt-laden balance sheet (5.3 times net debt leverage at the close of the first quarter) and ceded a 38% equity stake and voting bloc to Omni's private equity backers. Shares of FWRD tanked following the August 2023 deal announcement and are down 85% since. The company acquiesced to shareholder pressure earlier this year, agreeing to undertake a strategic review of its options, which potentially include selling the company to private equity. Ancora has since accused Forward of 'slow-walking' the review process, saying that it only recently executed nondisclosure agreements with interested parties. 'In light of the urgency for a well-run strategic review process, coupled with the governance failures related to the value-destructive Omni acquisition, there is a case for change at the board level,' ISS stated in its report, per the Ancora statement. 'Shareholders have every right to be concerned about the likelihood of a positive outcome given the board's track record on M&A decision making and the board's utter disregard for investors in the past.' A 50.1% vote is required for the three board members to be reelected. The results of the election will be confirmed at Forward's June 11 annual meeting. The company is also asking shareholders to approve a reincorporation from Tennessee to Delaware, which it says has a more corporate-friendly legal landscape and would make it easier to sell the company. But Ancora has claimed the move was a belated fix to the company's changed stance on Tennessee M&A law, which precluded it from engaging with a potential buyer and thus preserving the current makeup of the board. Forward noted in a Friday filing with the Securities and Exchange Commission that it has been 'taking into account shareholder feedback' as it explores all potential options to maximize value. It also said it has begun talks with 'parties interested in participating in the process,' which presumably include potential buyers. 'The full Forward Air Board is highly qualified and actively engaged in all activities underway, including oversight of the strategic alternatives process. Removing ~30% of the Board at this time is unnecessary and would be destabilizing to the Company and the process,' a spokesperson with Forward Air said on Monday. 'If Ancora is focused on an efficient strategic review process, depriving the Board of critical expertise undermines that very goal.' More FreightWaves articles by Todd Maiden: J.B. Hunt expands premium intermodal offering to shippers in Mexico ArcBest taps CH Robinson veteran to fix asset-light business Truckload spot rates to continue upward trend, RXO says The post Proxy adviser backs activist's move to reshape Forward Air board appeared first on FreightWaves. Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data

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