Form 8-K 5.12.15 AM


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): May 12, 2015 (May 12, 2015)

 
FORWARD AIR CORPORATION
(Exact name of registrant as specified in its charter)

Tennessee
 
000-22490
 
62-1120025
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer
Identification No.)

430 Airport Road
Greeneville, Tennessee
 
 
37745
(Address of principal executive offices)
 
(Zip Code)

 
Registrant's telephone number, including area code: (423) 636-7000
 
Not Applicable
(Former name or former address, if changed since last report)

 
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:
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




 






SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT.
Item 5.07  Submission of Matters to a Vote of Security Holders.
On May 12, 2015, Forward Air Corporation (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”), at which the Company’s shareholders approved three proposals. The proposals are described in detail in the Proxy Statement.
Proposal 1
The Company’s shareholders elected eight individuals to the Board of Directors, as set forth below:
Name
Votes For
Votes Withheld
Broker Non-Votes
Bruce A. Campbell
27,955,293
539,724
813,315
C. Robert Campbell
28,424,680
70,337
813,315
C. John Langley, Jr.
28,101,214
393,803
813,315
Tracy A. Leinbach
28,399,305
95,712
813,315
Larry D. Leinweber
28,398,502
96,515
813,315
G. Michael Lynch
28,364,521
130,496
813,315
Gary L. Paxton
28,458,627
36,390
813,315
Ronald W. Allen
28,425,556
69,461
813,315

Proposal 2
The Company’s shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2015, as set forth below:
Votes For
Votes Against
Abstentions
28,703,829
603,087
1,416

Proposal 3
The Company’s shareholders voted to approve an advisory resolution on the Company’s executive compensation (“Say on Pay” vote), as set forth below:
Votes For
Votes Against
Abstentions
Broker Non-Votes
          27,317,858
1,167,744
9,415
813,315




 





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: May 12, 2015
 
By: 
/s/ Rodney L. Bell
 
 
 
Rodney L. Bell
 
 
 
Senior Vice President, Chief Financial Officer and Treasurer