Form 8-K 5.7.12


 
 
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 7, 2012 (May 7, 2012)

 
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))



 


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SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.07     Submission of Matters to a Vote of Security Holders.
 
On May 7, 2012, Forward Air Corporation (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”), at which the Company's stockholders approved three proposals. The proposals are described in detail in the Proxy Statement.
 
Proposal 1
 
The Company's stockholders elected nine individuals to the Board of Directors, as set forth below:

Name
 
Votes For
 
Votes Withheld
 
Broker Non-Votes
Ronald W. Allen
 
14,130,063

 
12,354,417

 
845,308

Bruce A. Campbell
 
25,982,271

 
502,209

 
845,308

C. Robert Campbell
 
26,229,466

 
255,014

 
845,308

C. John Langley, Jr.
 
25,764,773

 
719,707

 
845,308

Tracy A. Leinbach
 
26,456,659

 
27,821

 
845,308

Larry D. Leinweber
 
26,251,635

 
232,845

 
845,308

G. Michael Lynch
 
26,251,406

 
233,074

 
845,308

Ray A. Mundy
 
26,094,308

 
390,172

 
845,308

Gary L. Paxton
 
25,791,964

 
692,516

 
845,308

 
Proposal 2
 
The Company's stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2012, as set forth below:

Votes For
 
Votes Against
 
Abstentions
26,354,674

 
970,660

 
4,454


Proposal 3

    
The Company's stockholders voted to approve an advisory resolution on Company's executive compensation (“Say on Pay” vote), as set forth below:


Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
25,042,927

 
1,435,939

 
5,614

 
845,308



 












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SIGNATURES

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 7, 2012
 
By:
/s/ Rodney L. Bell
 
 
 
Rodney L. Bell
Senior Vice President, CFO and Treasurer



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