Other Information.
−Removed: Shareholder Proposals for the 2025 Annual Meeting of Shareholders
−Removed: Our proxy statement for the 2024 Annual Meeting of Shareholders, which was filed with the Securities and Exchange Commission on May 20, 2024, contained an inconsistency solely related to the dates by which a shareholder must submit a shareholder proposal for consideration at the 2025 Annual Meeting of Shareholders, but which is not being considered for inclusion in the related proxy statement.
−Removed: In particular, in the case of the 2025 Annual Meeting of Shareholders, director nominations can be submitted by shareholders in accordance with the provisions of our Bylaws no earlier than February 3, 2025 and the deadline to submit nominations is March 5, 2025.
−Removed: Accordingly, the Company is hereby confirming the following with respect to shareholder proposals for the 2025 Annual Meeting of Shareholders:
−Removed: Shareholder Proposals for the 2025 Annual Meeting of Shareholders
−Removed: Any proposal intended to be presented for action at the 2025 Annual Meeting of Shareholders by any shareholder of the Company must be received by the Secretary of the Company at its principal executive offices not later than February 3, 2025 in order for such proposal to be considered for inclusion in the Company’s Proxy Statement and form of proxy relating to its 2025 Annual Meeting of Shareholders.
−Removed: Nothing in this paragraph shall be deemed to require the Company to include any shareholder proposal which does not meet all the requirements for such inclusion established by Rule 14a-8 of the Exchange Act.
−Removed: Any shareholder proposal must also meet all other requirements contained in our Bylaws, including the advance notice provisions.
−Removed: For other shareholder proposals (including director nominations) to be timely (but not considered for inclusion in the proxy statement for the 2025 Annual Meeting of Shareholders), a shareholder’s notice must be received by the Secretary of the Company between February 3, 2025 and March 5, 2025 and the proposal and the shareholder must comply with Rule 14a-4 under the Exchange Act.
−Removed: In the event that a shareholder proposal intended to be presented for action at the next annual meeting does not comply with the aforementioned requirements, the shareholder proposal will be excluded from the annual meeting.
−Removed: Any shareholder proposal must also meet all other requirements contained in our Bylaws.
+Added: Compensatory Arrangements of Certain Officers
+Added: In February 2025, the Company granted performance-based restricted share awards (the “Special Grant”) to Mr.
+Added: Stewart and Mr.
+Added: Pierson (the “Grantees”), representing a right of each of the Grantees to receive 33,333 shares of the Company’s common stock subject to adjustments, as provided by the Company’s 2016 Omnibus Incentive Compensation Plan (the “2016 Plan”).
+Added: The Special Grant become fully vested upon the achievement of certain goals relating to the Company’s ongoing strategic review, subject to the Grantees’ continuous service through the date of such achievement.
Rule 10b5-1 Trading Plans
−Removed: During the three months ended September 30, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non Rule 10b5-1 trading arrangement” as each term is defined in Item 408(a) of Regulation S-K.
−Removed: 3.1 Restated Charter of the registrant (incorporated herein by reference to Exhibit 3 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 28, 1999 (File No.
−Removed: 3.2 Amended and Restated Bylaws of the registrant (incorporated herein by reference to Exhibit 3.2 to the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the Securities and Exchange Commission on March 1, 2023)
−Removed: 3.3 Articles of Amendment to the Restated Charter of the registrant (incorporated herein by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31, 2024)
+Added: During the three months ended March 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non Rule 10b5-1 trading arrangement” as each term is defined in Item 408(a) of Regulation S-K.
+Added: Separation and General Release Agreement, dated Febr uary 3, 2025, by and between the registrant and Rebecca Garbrick
+Added: F or m of Employee R e stricted Share Awar d Agreement
Certification of Principal Executive Officer Pursuant to Exchange Act Rule 13a-14(a) (17 CFR 240.13a-14(a))
11 unchanged sentences
104 Cover Page Interactive File (formatted in Inline XBRL and contained in Exhibit 101).
−Removed: * Filed herewith
+Added: * Filed here within
+Added: † Certain confidential portions (indicated by brackets and asterisks) of this exhibit have been omitted from this exhibit
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 thereunto duly authorized.
Forward Air Corporation
−Removed: November 8, 2024 By:
+Added: May 7, 2025 By:
/s/ Shawn Stewart
3 unchanged sentences
Forward Air Corporation
−Removed: November 8, 2024 By:
+Added: May 7, 2025 By:
/s/ Jamie Pierson
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.