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Forward Air (NASDAQ: FWRD) shareholders approve directors, pay and plan changes

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Forward Air Corporation reported results from its annual stockholder meeting. Stockholders elected five directors, including Shawn Stewart, who received 25,370,833 votes for and 680,454 votes withheld, with 4,674,152 broker non-votes.

Stockholders approved, on an advisory basis, the compensation of named executive officers with 24,784,242 votes for, 1,130,305 against, and 136,740 abstentions. They also ratified KPMG LLP as independent registered public accounting firm for the 2026 fiscal year with 30,503,398 votes for. In addition, stockholders approved an amendment to the 2025 Omnibus Incentive Compensation Plan with 21,834,532 votes for and 3,752,547 against.

Positive

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Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Say-on-pay votes for 24,784,242 votes Advisory vote on compensation of named executive officers
Say-on-pay votes against 1,130,305 votes Advisory vote on compensation of named executive officers
Auditor ratification votes for 30,503,398 votes Ratification of KPMG LLP for 2026 fiscal year
Plan amendment votes for 21,834,532 votes Amendment to 2025 Omnibus Incentive Compensation Plan
Plan amendment votes against 3,752,547 votes Amendment to 2025 Omnibus Incentive Compensation Plan
Votes for Shawn Stewart 25,370,833 votes Election of director Shawn Stewart
advisory vote on compensation of named executive officers financial
"The Company’s stockholders voted to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers"
independent registered public accounting firm financial
"ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
2025 Omnibus Incentive Compensation Plan financial
"voted to approve an amendment to the Company’s 2025 Omnibus Incentive Compensation Plan"
broker non-votes financial
"Votes For | Votes Withheld | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
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Understanding 8-K Material Events →
0000912728false00009127282026-06-172026-06-17

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): June 17, 2026

FORWARD AIR CORPORATION
(Exact name of registrant as specified in its charter)
Delaware62-1120025
(State or other jurisdiction of incorporation)(I.R.S. Employer Identification No.)
3200 Olympus BoulevardSuite 300DallasTX75019
(Address of principal executive offices)(Zip Code)
000-22490
(Commission File Number)
Registrant’s telephone number, including area code: (817) 552-5270
 
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:
 
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueFWRDNASDAQ
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 17, 2026, Forward Air Corporation (the “Company”) held its annual meeting of stockholders, at which the Company’s stockholders approved the proposals described in the Company’s proxy statement, filed with the Securities and Exchange Commission on April 29, 2026.

Proposal 1: Election of Directors

The Company’s stockholders elected five individuals to the Board of Directors, as set forth below:
Votes ForVotes WithheldBroker Non-Votes
Dale W. Boyles21,374,7874,676,5004,674,152
Christine M. Gorjanc21,556,2784,495,0094,674,152
Jerome Lorrain21,499,5884,551,6994,674,152
Shawn Stewart25,370,833680,4544,674,152
Paul Svindland21,569,2374,482,0504,674,152

Proposal 2: Advisory Vote on Compensation of Named Executive Officers

The Company’s stockholders voted to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as set forth below:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
24,784,2421,130,305136,7404,674,152

Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm for the 2026 Fiscal Year

The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year, as set forth below:
Votes ForVotes AgainstAbstentions
30,503,398145,35676,685

Proposal 4: Approval of an Amendment to the 2025 Omnibus Incentive Compensation Plan

The Company’s stockholders voted to approve an amendment to the Company’s 2025 Omnibus Incentive Compensation Plan, as set forth below:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
21,834,5323,752,547464,2084,674,152
 
Item 9.01.  Financial Statements and Exhibits.
 
(d) Exhibits.

No. Exhibit
104Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document)






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: June 17, 2026
 By:/s/ Shawn Stewart
  Name:
Title:		Shawn Stewart
President and Chief Executive Officer

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Forward Air (FWRD) stockholders approve at the latest annual meeting?

Stockholders approved all management proposals at the meeting. They elected five directors, backed executive compensation in an advisory vote, ratified KPMG LLP as independent auditor for the 2026 fiscal year, and approved an amendment to the 2025 Omnibus Incentive Compensation Plan.

How did Forward Air (FWRD) investors vote on executive compensation?

Investors supported executive pay on a non-binding basis. The advisory vote on compensation received 24,784,242 votes for, 1,130,305 votes against, 136,740 abstentions, and 4,674,152 broker non-votes, indicating broad, though not unanimous, backing for the company’s named executive officer compensation program.

Which directors were elected to Forward Air (FWRD)’s board and with how many votes?

Five directors were elected: Dale W. Boyles, Christine M. Gorjanc, Jerome Lorrain, Shawn Stewart, and Paul Svindland. For example, Shawn Stewart received 25,370,833 votes for and 680,454 votes withheld, with 4,674,152 broker non-votes recorded on his election proposal.

Who is Forward Air (FWRD)’s independent auditor for the 2026 fiscal year?

KPMG LLP was ratified as the independent registered public accounting firm for the 2026 fiscal year. The ratification received 30,503,398 votes for, 145,356 votes against, and 76,685 abstentions, reflecting strong stockholder support for continuing the relationship with KPMG LLP.

What was approved regarding Forward Air (FWRD)’s 2025 Omnibus Incentive Compensation Plan?

Stockholders approved an amendment to the 2025 Omnibus Incentive Compensation Plan. The proposal received 21,834,532 votes for, 3,752,547 votes against, 464,208 abstentions, and 4,674,152 broker non-votes, allowing the company to update its omnibus incentive compensation framework for employees and other eligible participants.

Filing Exhibits & Attachments

4 documents

Other Documents