Forward Air Corporation filed SEC Form 8-K: Leadership Update
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 24, 2026, the board of directors (the “Board”) of Forward Air Corporation (the “Company”) received notice from Charles L. Anderson and Robert L. Edwards, Jr. that each will not be standing for re-election at the Company’s annual meeting of stockholders to be held on June 17, 2026 (the “2026 Annual Meeting”). Messrs. Anderson and Edwards were designated by Ridgemont Equity Partners under the Shareholders Agreement, dated as of January 25, 2024, by and among the Company and affiliates of Ridgemont Equity Partners (the “Shareholders Agreement”). Mr. Anderson serves as a member of the Board’s Compensation Committee. Mr. Edwards serves as a member of the Board’s Corporate Governance and Nominating Committee. Neither Mr. Anderson’s nor Mr. Edwards’ decision not to stand for re-election was the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
Although Ridgemont Equity Partners has notified the Company that it does not plan to nominate replacement nominees for Messrs. Anderson and Edwards for election at the 2026 Annual Meeting, it did reserve its director designation rights under the Shareholders Agreement with respect to any future election of directors.
In connection with Messrs. Anderson and Edwards not standing for re-election at the 2026 Annual Meeting, the Board will reduce its size from seven directors to five directors, effective immediately following the 2026 Annual Meeting.
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: April 29, 2026 | By: | /s/ Shawn Stewart |
Name: Title: |
Shawn Stewart President and Chief Executive Officer | |