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Forward Air Shareholders Recommended to Vote AGAINST Three Unfit Legacy Directors at 2025 Annual Meeting by ISS

By: via Business Wire

ISS Concludes Chairman George Mayes, Jr., Director Javier Polit and Director Laurie Tucker Presided Over Destructive Decision-Making That Contributed to an Enormous Decline in Value

ISS Highlights the "Urgency for a Well-Run Strategic Review Process"

Shareholders Cite Substantial Risk of Further Value Destruction as Rationale for Removal of the Three Legacy Directors, Each of Whom Approved and Oversaw the Disastrous Omni Acquisition

Ancora Holdings Group, LLC (together with its affiliates, “Ancora” or “we”), a significant shareholder of Forward Air Corporation (NASDAQ: FWRD) (“Forward Air” or the “Company”), today announced that Institutional Shareholder Services Inc. (“ISS”), a leading independent proxy advisory firm, recommends that Forward Air shareholders vote AGAINST the reelection of three members of the Board of Directors (the “Board”) at the 2025 Annual Meeting of Shareholders: (1.) Chairman and Compensation Committee Chair George S. Mayes, Jr., (2.) Audit Committee Member Javier Polit and (3.) Corporate Governance and Nominating Committee Chair Laurie A. Tucker.

In its report, ISS notes the following regarding the case for change at Forward Air:1

  • “In light of the urgency for a well-run strategic review process, coupled with the governance failures related to the value-destructive Omni acquisition, there is a case for change at the board level.”
  • “Shareholders have every right to be concerned about the likelihood of a positive outcome given the board's track record on M&A decision making and the board's utter disregard for investors in the past.”
  • “[Voting against the reelection of these directors would] signal to the board that shareholders expect a genuine, timely, and thorough process.”

Fredrick D. DiSanto, Chairman and Chief Executive Officer of Ancora Holdings Group LLC, and James Chadwick, President of Ancora Alternatives LLC, commented:

“ISS has reiterated what sizable shareholders have recognized: investors are best served by removing the targeted legacy directors, who presided over critical governance failures that have contributed to immense value destruction and perpetual risk. As ISS noted in its recommendation, the Company’s ongoing strategic review has the potential to destroy even more value if not well executed. Mr. Mayes, Mr. Polit and Ms. Tucker’s collective track record – from approving the disastrous Omni acquisition to effectively delaying a leading potential acquirer from participating in the current, slow-moving review – demonstrates they cannot be trusted to make decisions in the best interest of shareholders. Quite simply, their presence on the Board is a detriment to any credible assessment of alternatives.

This message from ISS should serve as a wake-up call to the Board about the need to complete an expeditious, yet thorough, process that results in a value-maximizing sale to one of the many suitors interested in acquiring Forward Air. We expect anything short of this outcome will result in a shareholder seeking to remove and replace a majority of the Board."

About Ancora

Founded in 2003, Ancora Holdings Group, LLC offers integrated investment advisory, wealth management, retirement plan services and insurance solutions to individuals and institutions across the United States. The firm is a long-term supporter of union labor and has a history of working with union groups and public pension plans to deliver long-term value. Ancora’s comprehensive service offering is complemented by a dedicated team that has the breadth of expertise and operational structure of a global institution, with the responsiveness and flexibility of a boutique firm. Ancora Alternatives is the alternative asset management division of Ancora Holdings Group, investing across three primary strategies: activism, multi-strategy and commodities. For more information about Ancora Alternatives, please visit www.ancoraalts.com.

THIS IS NOT A SOLICITATION OF AUTHORITY TO VOTE YOUR PROXY. DO NOT SEND US YOUR PROXY CARD. ANCORA IS NOT ASKING FOR YOUR PROXY CARD AND WILL NOT ACCEPT PROXY CARDS IF SENT. ANCORA IS NOT ABLE TO VOTE YOUR PROXY, NOR DOES THIS COMMUNICATION CONTEMPLATE SUCH AN EVENT.

____________________

1 Permission to quote ISS was neither sought nor obtained. Emphasis by Ancora.

 

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