Latest news with #GeorgeMayes
Business Wire
4 days ago
- 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.
Yahoo
02-06-2025
- 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
Yahoo
21-05-2025
- Business
- Yahoo
Activist investor pushes Forward Air to execute ‘value-maximizing sale'
Ancora Holdings Group provided a detailed presentation late Tuesday outlining why Forward Air shareholders should vote out 'three unfit legacy directors' it blames for the company's 'disastrous acquisition of Omni Logistics' and 'efforts to stall the company's current sale process.' The activist investor first penned a letter to shareholders two weeks ago calling for the removal of Chairman George Mayes and directors Javier Polit and Laurie Tucker. It said the three will be forced to resign it they don't garner 50.1% of the vote at the June 11 annual meeting. Shares of Greeneville, Tennessee-based Forward Air (NASDAQ: FWRD) closed Tuesday at just $18.04, a far cry from the $110 closing price the stock held prior to the August 2023 merger announcement with Omni. The Omni acquisition was structured through a series of transactions to preclude a vote by shareholders as required by Tennessee law. It was funded with $1.85 billion of debt and gave Omni's private equity backers control over a 38% voting bloc and four board seats. (Some shareholders have taken issue with the entrenchment nature of the deal, as the voting bloc is required to vote in favor of board-chosen directors at elections.)Forward closed the 2025 first quarter at a 5.3 times net debt leverage ratio, an improvement from 5.5 times at the end of the year but significantly higher than the sub-2 times projected for 2025 when the deal was announced. On a combined basis, Forward and Omni had pro forma earnings before interest, taxes, depreciation and amortization of $593 million (inclusive of $125 million in expected deal synergies) for the 12-month period ended June 30, 2023 – the last period prior to the 2023 deal announcement. (Forward closed the first quarter with last-12-months' adjusted EBITDA of just $313 million.) The underperformance required the company to modify its credit agreement earlier this year to avoid breaching a debt covenant of 4.5 times leverage set for later this year. 'Each of the targeted directors was on the Board in August 2023 when it decided to pursue the Omni Logistics LLC ('Omni') acquisition and bears responsibility for the disastrous deal, which was criticized by shareholders and independent onlookers because it burdened the Company with substantial debt, presented operational and integration challenges, and strained customer relations,' the Ancora presentation said.'We believe Forward Air has limited opportunity as a standalone public company – with its level of debt, remaining independent will likely mean additional dilution for the Company's equity holders.' Ancora said Forward's board has been 'slow-walking' a strategic review that was announced at the beginning of the year despite months of pressure from investors to explore selling the company or consider other options. 'Since reactively announcing a strategic alternatives process five months ago to avoid another proxy contest, the Board appears to have made little progress toward achieving a sale, the presentation said. 'Our diligence indicates that non-disclosure agreements have only recently been distributed to interested parties – a necessary first step – despite the fact that Forward Air has had multiple private equity firms in its shareholder base over the last year.' Ancora also accused Forward's board of further entrenchment maneuvers by changing its stance on Tennessee M&A law governing engagement with 'interested shareholders,' or those holding 10% or more of the voting power. 'After choosing to opt out of the Tennessee Business Combination Act for years, the Board suddenly chose not to opt out in 2024 – just a week after a private equity firm [Clearlake Capital Group] reported a 13.8% stake in Forward Air – without disclosing why.' Forward is currently precluded under Tennessee law from engaging with interested shareholders for a five-year period. However, Forward has asked shareholders to approve a reincorporation in Delaware to make it easier to sell the company. (Delaware has similar restrictions for interested shareholders, but the ownership threshold is 15%.) Ancora said the move is simply an effort to 'paper over the Board's past actions' and that 'the board has not disclosed why it determined not to opt out of the Tennessee Business Combination Act, after consistently opting out in previous years.''If truly necessary, the belated Delaware reincorporation plan is further evidence that the Board continues to be two steps behind and is not working proactively to maximize value for shareholders,' Ancora said. 'These directors only take action when their backs are against the wall.' Ancora also said the company isn't improving governance practices as part of the move to Delaware, pointing to the board's restriction on shareholder actions without unanimous written consent and a new clause that narrows the window for calling special meetings. Forward has made moves following the January 2024 closing of the Omni acquisition. It replaced the deal's architect and former CEO Tom Schmitt, among other C-suite changes. The 12-person board has also seen turnover. Forward CEO Shawn Stewart is the only employee on the board. The remaining seats are held by independent directors. Seven of those were appointed after the merger, three of whom were designated by Omni. Other board members have either resigned or decided not to stand for reelection. (A recent proxy filing from Forward calls for the board to be reset at 11 members.) Stewart joined Forward a year ago, after the company was forced to close on the deal. He previously served as a unit head at Ceva Logistics and has added former colleagues to Forward's roster. The new leadership group, however, hasn't formally communicated a go-to-market strategy. In addition to net debt leverage stepping slightly lower in the first quarter, the company's liquidity position improved modestly. The company has worked to improve the freight mix at its legacy expedited less-than-truckload unit. Corrective pricing actions wrapped up in early February, and the business is focused on winning heavier shipments, which often carry better margins. Forward reported a 10.4% adjusted EBITDA margin in the unit in the first quarter, which was 380 basis points better sequentially and outperformed normal seasonal trends. Ancora called out the unit's declining EBITDA and depressed margins since the deal was announced. On a trailing 12-month basis, EBITDA has nearly been cut in half to $106 million and the EBITDA margin is off roughly 400 bps to 9.7%. Ancora pointed to several opportunities for the legacy intermediary to freight forwarders and cargo airlines. It said the company now has direct access to sell to shippers and should be able to better leverage its more than 250 terminals and 40 bonded warehouses. It also estimates that the company's yields are 32% below market despite offering an expedited, premium service. That in part explains the falloff in its expedited LTL operating ratio (inverse of operating margin), which was 93.9% last year (93.7% in the first quarter). It said 'the right leadership team with the right strategy' could move ORs back to the low 80s like they were in 2011 to 2013. 'By utilizing the Company's network, leveraging new shipping partners, effectively pricing its premium offerings and densifying the network on a recapitalized balance sheet, potential suitors have an opportunity to [generate] more than 2.5x operating income [growth] at modest assumed [revenue] growth rates and historical operating ratio levels.' Ancora provided takeout scenarios ranging from 31% to 148% upside to Forward's recent share price based on EBITDA multiples ranging from nine times to 12 times, respectively. 'We have continued to share our view with the Board and management that the best risk-adjusted outcome for all shareholders is a sale of the Company,' Ancora said. 'But Forward Air appears to be running down the clock, reducing the chance of achieving a value-maximizing sale – and increasing the risk of further value destruction should a sale not materialize.' This isn't Ancora's first activist interest in Forward Air. In 2021, it was successful with a plan to improve freight mix, redirect capital allocation and change the board's composition. Ancora currently holds a 4% stake in Forward Air. 'The Board and management team are entirely focused on taking deliberate actions to maximize shareholder value,' a spokesperson with Forward Air told FreightWaves. 'The Board is actively engaged in leading the strategic review process, which, as we noted, is underway, and the continued oversight of our transformation strategy. We firmly believe that all of our directors are vital to these efforts.' More FreightWaves articles by Todd Maiden: FedEx taps leaders from within for LTL spinoff, to Wall Street's dismay April sees mixed freight trends on path to recovery Pamt Corp. CEO resigns for family reasons amid mounting losses The post Activist investor pushes Forward Air to execute 'value-maximizing sale' 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
Yahoo
09-05-2025
- Business
- Yahoo
Ancora Urges Shareholders to Oust Forward Air Chair on Omni Deal, Slow Sale Process
Activist investor Ancora Holdings Group is calling on shareholders of Forward Air Corporation to sack chairman George Mayes and two other board members, citing a distrust in their ability to 'support a credible strategic review.' The Forward Air board first initiated a strategic review of its business in January, after multiple activist investors including Ancora had called for the company to consider other options, including selling the company. More from Sourcing Journal Chain Reaction: UniUni's Scott Wang on Building Smarter Supply Chains with AI and Automation Byte-Sized AI: Elm AI Gets $2M for Supply Chain Sustainability; Agentic AI Continues Its Rise J.B. Hunt Says Most Customers 'Waiting for the Dust to Settle' on Tariffs In a letter to Forward shareholders, Ancora said it would vote against Mayes and directors Javier Polit and Laurie Tucker for reelection at the upcoming annual shareholders meeting on June 11. Directors would be required to resign if they don't secure 50.1 percent of the votes. Shares rose 4 percent in morning trading Wednesday after the release of the letter. Sourcing Journal reached out to Forward Air Corp. Ancora maintains that the three 'unfit legacy directors' cannot be trusted to make decisions that benefit shareholders, citing their support for the 'disastrous,' litigation-filled acquisition of Omni Logistics and the resistance to public calls for a strategic review last year. Ancora, which a 4.1 percent stake in the company, is one of four minority shareholders that have sought a shakeup at Forward Air over the past year. 'In the four months since its [strategic review] announcement, the board has moved alarmingly slowly, causing us to become deeply troubled by its apparent inability or unwillingness to advance shareholders' best interests,' the Ancora representatives said. 'We fear that the board has not even entered into non-disclosure agreements with any interested parties as of the date of this letter.' Frederick DiSanto, chairman and CEO of Ancora Holdings Group, and James Chadwick, president of Ancora Alternatives, penned the letter. The hedge fund says it wants to send the board a message that 'the status quo is unacceptable in light of the significant value that has been destroyed' by the company. The $2.1 billion Omni Logistics deal generated scrutiny from shareholders and Forward Air customers alike from the time it was first announced in August 2023, ultimately leading to the departure of the CEOs at both companies. Forward Air's stock price has reflected the sentiment, cratering more than 80 percent since the initial announcement. 'The Omni transaction was egregious for Forward Air shareholders from the beginning, as evidenced by the fact that it was intentionally structured to avoid a pre-closing shareholder vote, was funded by a whopping $1.85 billion in debt and effectively coerced shareholders to vote for their own dilution,' said Ancora. 'The deal incurred substantial earnings quality risk and introduced significant potential competitive disadvantages for the company's core domestic freight forwarding customers.' In the letter, Ancora also claimed that the board was 'slow-walking the company's sale process,' calling out the directors' 'alarming' lack of urgency in pursuing a sale. The wealth management firm pointed to the fact that it took the board three months after hiring Goldman Sachs to announce a formal sale process. Additionally, Ancora called the logistics service's provider's balance sheet an 'acute concern.' As of the company's fourth quarter, total long-term debt was $1.68 billion. 'The longer inaction persists, the more likely it becomes that Forward Air encounters further distress and negative financial and operational outcomes,' said Ancora. 'We continue to believe that the private market is the best place for Forward Air to fix its balance sheet issues, improve operations and profitability, and serve customers and other stakeholders.' The hedge fund said there was no reason Forward Air should not expedite its sale process, especially since multiple private equity firms are shareholders. To avoid interfering with a possible sale process, Ancora says it chose not to nominate new director candidates for election to the Board this year. Ancora's concerns have been lobbied by other hedge funds. Between Ancora, Alta Fox, Clearlake Capital Group and Irenic Capital Management, roughly 25 percent of Forward Air's outstanding shares have publicly voiced support for exploring strategic alternatives. Ancora has had its hand in a few recent board battles within the apparel supply chain. Last year, three director nominees were voted in at Norfolk Southern after a months-long proxy fight. The hedge fund also sought to replace Pitney Bowes CEO Marc Lautenbach two years ago, and while their own candidate wasn't selected, Lautenbach stepped down. And in late 2022, Ancora sought to replace then-Kohl's CEO Michelle Gass, who ultimately left the company for Levi's two months after the push. Forward Air will first-quarter post earnings aftermarket on Wednesday. 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
Yahoo
07-05-2025
- Business
- Yahoo
Activist investor pushes board shake-up at Forward Air
Activist investor Ancora Holdings Group is calling on Forward Air shareholders to vote against three legacy board directors who it asserts have 'egregious M&A records' and 'histories of presiding over massive value destruction.' The Wednesday letter calls for the removal of board Chairman George Mayes and directors Javier Polit and Laurie Tucker. All three have served on Forward's (NASDAQ: FWRD) board for at least four years, a period which included a controversial acquisition of Omni Logistics that has left the Greeneville, Tennessee-based company with a significant debt load. The firm also claims the board has been slow to earnestly execute a strategic review of Forward's options, which include a potential sale to private equity, after announcing at the beginning of the year it would do so. 'In the four months since its announcement, the Board has moved alarmingly slowly, causing us to become deeply troubled by its apparent inability or unwillingness to advance shareholders' best interests,' the letter said. 'We fear that the Board has not even entered into non-disclosure agreements with any interested parties as of the date of this letter.' Ancora also restated Wednesday previously voiced complaints about the Omni combination, which it said was 'intentionally structured to avoid a pre-closing shareholder vote' and 'effectively coerced shareholders to vote for their own dilution.' (The deal's structure required Forward's shareholders to either vote to convert the nonvoting, preferred shares allocated to Omni holders to common, voting stock, or face paying a large dividend on those shares.) The transaction was funded with $1.85 billion of debt, leaving Forward at a 5.5 times net debt leverage ratio at the end of 2024 and gave Omni's private equity backers – Ridgemont Equity Partners and EVE Partners – control over a 38% voting bloc. Those shares are required per deal terms to vote in favor of board-chosen directors at future elections. Shares of FWRD were trading at $17.33 at 12:59 p.m. EDT on Wednesday, up 3.6% on the day but 46% lower year to date. The stock is trading at just a fraction of the $110 share price held prior to the Omni merger announcement. 'We continue to believe that the private market is the best place for Forward Air to fix its balance sheet issues, improve operations and profitability, and serve customers and other stakeholders,' Ancora said. 'We also expect a sale to deliver a meaningful premium relative to the Company's current share price, while eliminating further risk for long-suffering shareholders.'
