No Shareholder Action Required at This Time
Forward Air Corporation (NASDAQ:FWRD) (the “Company” or
“Forward”) today confirmed that Ancora Advisors (“Ancora”) has
submitted a nomination notice for four candidates to stand for
election to the Forward Air Board of Directors (the “Board”) at the
Company’s 2021 Annual Meeting of Shareholders. Shareholders are not
required to take any action at this time.
The Company issued the following statement:
Forward benefits from a strong and
experienced Board that provides close oversight and guidance on the
execution of the Company’s strategy. The Board – composed of 10
highly qualified directors, nine of whom are independent – brings
significant experience across the logistics industry, financial
operations, governance, and increasingly, technology. Our Board
regularly evaluates its composition to ensure it has the right
skills and perspectives to deliver value to all shareholders, and
has made and intends to continue to make refreshment a priority,
appointing four new independent directors since 2017, for an
average Board tenure of approximately seven years.
While we believe Forward is on the right path
to deliver sustainable growth for shareholders, we are also
open-minded and receptive to ideas that may enhance value or our
operations. To that end, members of the Board and management team
have held numerous and extensive discussions with Ancora and
members of its shareholder group, including Andrew Clarke and Scott
Niswonger (collectively the “Ancora Group”), over the past several
months to better understand its views on the Company’s strategy and
progress. Through these discussions, the Board determined that it
is either already executing on – or intends to undertake – many of
the initiatives suggested by Ancora. In the areas where the parties
disagree, the Board and management believe we can create superior
value under the Forward strategic plan currently being
executed.
Notwithstanding these differences in
strategy, in an effort to engage constructively for the benefit of
all shareholders, the Board has made a series of constructive
settlement offers to Ancora. As recently as January 27, 2021,
Forward made Ancora an offer whereby three new directors would be
added to the Board, including any two directors chosen by Ancora,
which could include any Ancora principals or members of the Ancora
Group, and one independent director mutually agreed upon by Ancora
and the Company. In response to a specific request made by Ancora,
the proposed settlement offer also contemplated the creation of a
new committee of the Board which would include two Ancora
appointees, two independent directors, and Tom Schmitt as Chair.
Ancora summarily rejected the proposal and demanded the appointment
of three Ancora-selected candidates and 50% control of the proposed
Board committee such that the Ancora Group would have
veto-rights.
While we believe this proxy contest is
unreasonable and disregards multiple constructive settlement offers
by the Board, we remain committed to constructive and reasonable
engagement with the Ancora Group moving forward, while ensuring
that the best interests of all shareholders – not only those of the
Ancora Group – are protected and represented.
Under Chairman and CEO Tom Schmitt, and with
the full support and collaboration of the Board, we will continue
to execute on the Company’s clearly defined strategy. The Board
believes that its combined CEO and Chairman structure is optimal
for Forward at this time as it ensures the Board is led by a voice
with in-depth, critical knowledge of our business, while enhancing
transparency between the Board and management overall. The
structure, which includes a lead independent director, provides an
effective balance between strong Company leadership and engaged
oversight as it ensures the Board has a holistic view of our
business when making key strategic decisions for the benefit of our
shareholders.
Forward remains focused on driving continued
improvements in operational performance and shipment-level
profitability, while delivering enhanced offerings and service to
customers. In 2020, we prudently enhanced our financial flexibility
and liquidity in order to mitigate the short-term headwinds
presented by COVID-19, and at year-end, we rapidly and effectively
resolved certain IT challenges to minimize their impact on the
business. As volumes continue to rebound, we are confident that we
have emerged from the depths of the pandemic a stronger company.
Simultaneously, the Company’s long-term value creation potential is
compelling due to continued organic growth expansion; enhanced
network capabilities; renewed commitment to Precision Execution;
and consistent acquisition of complementary businesses.
The Board will review Ancora’s materials and, if appropriate,
will present its formal recommendation regarding director
nominations in the Company’s definitive proxy materials that will
be filed with the Securities and Exchange Commission and mailed to
shareholders eligible to vote at the 2021 Annual Meeting, which has
not yet been scheduled.
Morgan Stanley & Co. LLC is serving as financial advisor to
Forward Air and Cravath, Swaine & Moore LLP is serving as
Forward Air’s legal advisor.
About Forward Air Corporation
Forward Air Corporation (NASDAQ: FWRD) is a leading asset-light
freight and logistics company. We provide LTL, final mile,
truckload, intermodal drayage and pool distribution services across
the United States and in Canada. Headquartered in Greeneville,
Tennessee, Forward operates approximately 200 facilities across the
country and employs more than 5,200 people nationwide. We are more
than a transportation company. As a single resource for your
shipping needs, Forward is your supply chain partner. For more
information, visit our website at www.forwardaircorp.com.
Forward-Looking Statements
This communication contains “forward-looking statements” within
the meaning of the safe harbor provisions of the U.S. Private
Securities Litigation Reform Act of 1995. Words such as “believes,”
“anticipates,” “intends,” “plans,” “estimates,” “projects,”
“expects” or similar expressions are intended to identify these
forward-looking statements. These statements, which include, but
are not limited to, statements regarding the value expected to be
created by Forward Air’s strategic growth plan and being on the
right path to deliver sustainable growth for shareholders, Forward
Air’s long-term value creation potential and its drivers, Forward
Air’s response to the COVID-19 pandemic and the expectation that
volumes will continue to rebound and Forward Air’s execution of its
strategy to drive operational, profitability and service offering
improvements are based on Forward Air’s current plans and
expectations and involve risks and uncertainties that could cause
future activities and results of operations to be materially
different from those set forth in the forward-looking statements,
including the risks described in the “Risk Factors” section of our
annual and quarterly reports filed with the Securities and Exchange
Commission. For further information, please refer to Forward Air’s
reports and filings with the Securities and Exchange
Commission.
Further, any forward-looking statement made by us in this
communication is based only on information currently available to
us and speaks only as of the date on which it is made. Forward Air
does not undertake any obligation to publicly update any
forward-looking statement, whether written or oral, that may be
made from time to time, whether as a result of new information,
future developments or otherwise.
Additional Information and Where to Find It
In connection with the forthcoming solicitation of proxies from
shareholders in respect of Forward Air’s 2021 Annual Meeting of
Shareholders, Forward Air will file with the U.S. Securities and
Exchange Commission (the “SEC”) a proxy statement on Schedule 14A
(the “proxy statement”), containing a form of BLUE proxy card.
Details concerning the nominees of Forward Air’s Board of Directors
for election at Forward Air’s 2021 Annual Meeting of Shareholders
will be included in the proxy statement. BEFORE MAKING ANY VOTING
DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ ALL
RELEVANT DOCUMENTS, INCLUDING FORWARD AIR’S PROXY STATEMENT AND ANY
AMENDMENTS AND SUPPLEMENTS THERETO AND ACCOMPANYING BLUE PROXY
CARD, FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY
CONTAIN, OR WILL CONTAIN, IMPORTANT INFORMATION ABOUT FORWARD AIR.
Shareholders may obtain free copies of the proxy statement and
other relevant documents that Forward Air files with the SEC on
Forward Air’s website at https://ir.forwardaircorp.com or from the
SEC’s website at www.sec.gov.
Participants in the Solicitation
Forward Air, its directors and certain of its executive officers
will be participants in the solicitation of proxies from
shareholders in respect of Forward Air’s 2021 Annual Meeting of
Shareholders. Information regarding certain of the directors and
officers of Forward Air is contained in its proxy statement for the
2020 Annual Meeting of Shareholders which was filed with the SEC on
March 31, 2020. To the extent holdings of Forward Air’s securities
by directors or executive officers have changed since the amounts
set forth in Forward Air’s 2020 proxy statement, such changes have
been or will be reflected on Initial Statements of Beneficial
Ownership on Form 3 or Statements of Change in Ownership on Form 4
filed with the SEC. Additional information regarding the identity
of potential participants and their respective interests, by
security holdings or otherwise, will be included in Forward Air’s
proxy statement and other relevant documents filed with the SEC in
connection with Forward Air’s 2021 Annual Meeting of
Shareholders.
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version on businesswire.com: https://www.businesswire.com/news/home/20210210005809/en/
For media inquiries, please contact:
Justin Moss jmoss@forwardair.com 404-362-2472
OR
Michael J. Morris mmorris@forwardair.com 404-362-8933
OR
Steve Frankel / Nick Lamplough Joele Frank, Wilkinson Brimmer
Katcher 212-355-4449
For investor inquiries, please contact:
Arthur Crozier / Gabrielle Wolf Innisfree M&A Incorporated
212-750-5833
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