Enters into Cooperation Agreement with
Ancora
Forward Air Corporation (NASDAQ: FWRD) (“Forward Air” or “the
Company”) today announced that it has appointed five independent
and highly qualified directors to its Board of Directors (the
“Board”) in connection with an agreement with Ancora Holdings, Inc.
(together with its affiliates, “Ancora”), a significant shareholder
which currently owns approximately 6.4% of the Company’s
outstanding shares. George Mayes, Chitra Nayak, Scott Niswonger,
Javier Polit and Richard Roberts will join the Board, effective
immediately, and will stand for election at the Company’s 2021
Annual Meeting of Shareholders (the “Annual Meeting”). The Company
has established March 24, 2021 as the record date for shareholders
entitled to vote at the Annual Meeting, which will be held on May
19, 2021. These individuals bring substantial experience across
operations, finance and technology to a meaningfully refreshed
Board.
In connection with the appointments of Ancora’s designees, Mr.
Niswonger and Mr. Roberts, Ancora also endorsed the new directors
identified by Forward Air. In addition, Forward Air has entered
into a consulting agreement with Andrew C. Clarke, former Chief
Financial Officer of Forward Air.
The Company also announced that John Langley Jr. and Gil West
will not stand for re-election at the Annual Meeting. Following the
Annual Meeting, the Board will comprise 13 directors, 12 of whom
are independent and nine of whom will have joined the Board in the
last four years.
“We are pleased to welcome this group of outstanding directors
to the Forward Air Board at this important time for the Company,”
said Tom Schmitt, Chairman, President and CEO. “With these
appointments, our Board reflects our strong commitment to
refreshment and best-in-class governance. We are eager to benefit
from the diverse insights and significant expertise of our new
directors as we work to build on our momentum. In determining the
skill sets that would be most additive to our Board, we strove to
reflect operations, disruptive technology and commercial acumen.
Our new directors are a bullseye match at a world-class level.”
Mr. Schmitt continued, “The constructive engagement between the
Company and Ancora during the last few months will benefit the
long-term interests of our shareholders. As we emerge from the
pandemic a stronger company with enhanced offerings and service, we
are confident in our ability to deliver long-term shareholder
value. Finally, I would also like to thank John and Gil for their
years of dedicated service on the Board. Without their tremendous
contributions, we would not be in the strong position that we are
today.”
“On behalf of the entire Board, I would like to express our
gratitude to distinguished directors John and Gil for their
commitment and positive impact on Forward Air,” said R. Craig
Carlock, Lead Independent Director.
Fred DiSanto, Chairman and Chief Executive Officer of Ancora,
said, “We are pleased to have worked constructively with the Board
and management team to reach this agreement to strengthen the
Board, which we believe will help enhance value for shareholders.
We appreciate the thoughtful dialogue with Tom and the Board as we
worked together to ensure Forward Air is best positioned for the
future.”
Pursuant to the agreement, Ancora has agreed to withdraw its
director nominations previously submitted to the Company and
support the Board’s full slate of directors at the Annual Meeting.
In addition, Ancora has agreed to customary standstill, voting and
other provisions. The complete agreement will be filed on Form 8-K
with the U.S. Securities and Exchange Commission.
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.
Olshan Frome Wolosky LLP is serving as Ancora’s legal
advisor.
About George Mayes
George S. Mayes, 62, currently serves as Founder and Chief
Executive Officer for LeanVue, LLC, which provides strategic
analysis for global supply chain design and strategy development
for managing complex global supply webs. From 2013 – 2015, Mr.
Mayes was Chief Operating Officer for Diebold, Inc., a global
leader in automated teller machine manufacturing and service. He
was selected to serve as interim Chief Executive Officer in 2013.
From 2005 – 2012, Mr. Mayes held leadership roles in global
operations and supply chain management at Diebold. Prior to that
role, he was Chief Operating Officer for Tinnerman Palnut
Engineered Products, LLC. He also served as Vice President of
Manufacturing for Stanley Fastening Systems. Mr. Mayes is currently
a board member for Stoneridge, Inc. Mr. Mayes served in the United
States Army from 1980 – 1985. He holds a bachelor’s degree in
Engineering from the United States Military Academy at West
Point.
About Chitra Nayak
Chitra Nayak, 57, has more than 25 years of professional
experience in Go-To-Market, general management and operations
leadership roles at various companies. She currently serves as a
board member at Invitae, a public high-growth genetics testing
company, at Morneau Shepell, a tech-enabled HR services company,
and at Intercom, a messaging platform company. She also advises
startups on Go-To-Market. Most recently, Ms. Nayak was COO running
Go-To-Market at Comfy, a real-estate tech startup. Prior to that
role, she was COO at Funding Circle, an online SMB lending
marketplace. From 2007 – 2015, she served as COO, Platform and SVP,
Global Sales Development at Salesforce.com. Ms. Nayak has also held
leadership roles at AAA, Charles Schwab and the Boston Consulting
Group. Ms. Nayak has a passion for empowering women in the
workplace. She is the cofounder of Neythri.org, which supports
South Asian professional women. She was the cofounder of the
Salesforce Women’s Network initiative and she co-created and taught
an MBA class, "Women in Leadership", at California State
University, East Bay. She writes extensively about leadership,
about how to grow companies and about women in the workplace on
LinkedIn. Ms. Nayak holds an MBA in General Management from Harvard
Business School, an MS in Environmental Engineering from Cornell
University and a BS in Engineering from the Indian Institute of
Technology.
About Scott Niswonger
Scott M. Niswonger, 73, has a storied career in supply chain
management and logistics. Mr. Niswonger founded Forward Air
Corporation in 1990, which operated as the sister company of
Landair Transport, Inc., a trucking, warehousing and supply chain
management company that he founded in 1981. The companies were
separated into two public entities in 1998. Mr. Niswonger retired
as Chairman of Landair when it was acquired by Covenant
Transportation Group, Inc. in 2018, a role he held since 1981. Mr.
Niswonger served as Chief Executive Officer of Landair, from 1981 –
2003. He also served as Chairman and Chief Executive Officer of
Forward Air, from 1990 – 2003 and 2005. Prior to that, Mr.
Niswonger served as Vice President of Flying Tiger Lines Inc., a
global cargo airline, from 1984 – 1986. Mr. Niswonger has served as
independent director and member of the Nominating & Corporate
Governance and Executive & Risk Committees of First Horizon
National Corp. from 2011 – 2020. Mr. Niswonger also served on the
Board of Directors of People’s Community Bank from 2003 – 2005. Mr.
Niswonger is President and Founder of the Niswonger Foundation, a
non-profit organization providing educational programs,
scholarships and other charitable activities, and is the lead
benefactor for the Niswonger Children’s Hospital. Mr. Niswonger
holds a BSBA from Tusculum University, and an AD in Aviation
Technology and an Honorary Doctorate in Technology from Purdue
University. He is a certified airline transport pilot.
About Javier Polit
Javier Polit, 56, is an experienced Fortune 100 Chief
Information Officer, with extensive experience across consumer
goods, retail and financial services. Mr. Polit currently serves as
Chief Information and Integrated Services Officer for Mondelez
International (formerly Kraft Foods). From 2017 – 2020, he was
Chief Information Officer for Procter & Gamble Company. Prior
to that role, he served as Group Chief Information Officer for Coca
Cola Bottling from 2007 – 2017 and as Global Director Customer
Solutions, Business Intelligence and Distributions for the Coca
Cola Company from 2003 – 2007. Mr. Polit was also Vice President,
Global Corporate Systems for Office Depot and Vice President
Information Technology for NationsBank NA. He is currently a board
member for Vista Equity Partners – QuickBase, Girls Who Code and
Virtustream. He is also a member of the Board of Trustees at
Quinnipiac University. Mr. Polit is a graduate of the Advanced
Management program at Harvard Business School. He holds a Master of
Science from Barry University, a Masters of International
Management from Budapest University of Technology and Economics and
a Masters in International Business Management from TiasNimbas
Business School. He also holds an MBA from Purdue University and a
bachelor’s degree in Business Administration from the University of
Miami.
About Richard Roberts
Richard H. Roberts, 66, has served as a director of Miller
Industries, Inc., since April 1994. In January 2011, Mr. Roberts
was appointed to the position of Commissioner of the Department of
Revenue of the State of Tennessee and served as Commissioner until
December 2016. As Commissioner, Mr. Roberts streamlined the
department’s operations, and initiated and oversaw the selection
and implementation of a new comprehensive tax collection system.
Mr. Roberts served as Senior Vice President and Secretary of
Landair Transport, Inc. from July 1994 to April 2003, while serving
as Senior Vice President, General Counsel and Secretary of Forward
Air Corporation during the same time period. From May 1995 until
May 2002, Mr. Roberts served as a director of Forward Air
Corporation. Mr. Roberts also was a director of Landair Corporation
from September 1998 until February 2003. Mr. Roberts entered the
private practice of law in 1985 with Baker, Worthington, Crossley
and Stansberry, Washington, D.C. and Nashville, Tennessee. Mr.
Roberts brings a thorough and insightful perspective to a wide
range of financial, regulatory and risk management issues.
About Forward Air Corporation
Forward Air is a leading asset-light freight and logistics
company that provides services across the United States and Canada.
We provide expedited less-than-truckload (“LTL”) services,
including local pick-up and delivery, shipment
consolidation/deconsolidation, warehousing, and customs brokerage
by utilizing a comprehensive national network of terminals; final
mile services, including delivery of heavy-bulky freight; truckload
brokerage services, including dedicated fleet services,
high-security and temperature-controlled logistics services; and
intermodal first-and last-mile high-value drayage services both to
and from seaports and railheads, dedicated contract and Container
Freight Station warehouse and handling services. For more
information, visit our website at www.forwardaircorp.com.
About Ancora Holdings, Inc.
Ancora Holdings, Inc. is an employee owned, Cleveland, Ohio
based holding company which wholly owns four separate and distinct
SEC Registered Investment Advisers and a broker dealer. Ancora
Advisors LLC specializes in customized portfolio management for
individual investors, high net worth investors, investment
companies (mutual funds), and institutions such as pension/profit
sharing plans, corporations, charitable & “Not-for Profit”
organizations, and unions. Ancora Family Wealth Advisors, LLC is a
leading, regional investment and wealth advisor managing assets on
behalf families and high net-worth individuals. Ancora Alternatives
LLC specializes in pooled investments (hedge funds/investment
limited partnerships). Ancora Retirement Plan Advisors, Inc.
specializes in providing non-discretionary investment guidance for
small and midsize employer sponsored retirement plans. Inverness
Securities, LLC is a FINRA registered Broker Dealer.
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. Similarly, descriptions of objectives,
strategies, plans, goals or targets are also forward-looking
statements. These statements, which include, but are not limited
to, statements regarding the expected benefit of the composition of
the Board and our governance practices and Forward Air’s long-term
value creation potential and its drivers, 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 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 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/20210315005757/en/
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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