0000912728 DEFA14A FALSE 0000912728 2023-01-01 2023-12-31
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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FORWARD AIR CORPORATION
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May 20, 2024 Forward Air Files Definitive Proxy Statement and Reiterates Commitment to Board Refreshment Announces Record Date of March 25, 2024 GREENEVILLE, Tenn.--(BUSINESS WIRE)-- Forward Air Corporation (NASDAQ:FWRD) (the &#8220;Company&#8221;, &#8220;we&#8221;, &#8220;our&#8221;, or &#8220;us&#8221;) today announced the filing of its definitive proxy statement with the Securities and Exchange Commission (&#8220;SEC&#8221;) on May 20, 2024 in preparation for its upcoming annual shareholder meeting, which will be held on June 3, 2024 for shareholders as of the March 25, 2024 record date. Forward is dedicated to fostering a culture of continuous improvement, transparency and accountability as the management team continues to execute on the Company&#8217;s strategic priorities. This includes maintaining an open dialogue with all our shareholders and listening to their feedback to refresh the Board and ensure it has the right mix of skills and experience to guide the Company forward. Forward&#8217;s Board and management team are committed to acting in the best interests of the Company and its shareholders. The Company will continue to take actions it believes will drive sustainable value to shareholders as it integrates Omni, eliminates cost from its structure and improves investor engagement. For more information on the matters to be voted on at the upcoming annual shareholder meeting, shareholders are encouraged to review the definitive proxy statement, which will be available on the Company's investor relations website and filed with the SEC. About Forward Air Corporation Forward Air is a leading asset-light provider of transportation services across the United States, Canada and Mexico. We provide expedited less-than-truckload (&#8220;LTL&#8221;) services, including local pick-up and delivery, shipment consolidation/deconsolidation, warehousing, and customs brokerage by utilizing a comprehensive national network of terminals. In addition, we offer truckload brokerage services, including dedicated fleet services; and intermodal, first-and last-mile, high-value drayage services, both to and from seaports and railheads, dedicated contract and Container Freight Station warehouse and handling services. Forward also operates a full portfolio of multimodal solutions, both domestically and internationally, via Omni Logistics. Omni Logistics is a global provider of air, ocean and ground services for mission-critical freight. We are more than a transportation company. Forward is a single resource for your shipping needs. For more information, visit our website at www.forwardaircorp.com. Note Regarding Forward-Looking Statements

This press release contains &#8220;forward-looking statements&#8221; within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward- looking statements can be identified by words such as: &#8220;anticipate,&#8221; &#8220;intend,&#8221; &#8220;plan,&#8221; &#8220;goal,&#8221; &#8220;seek,&#8221; &#8220;believe,&#8221; &#8220;project,&#8221; &#8220;estimate,&#8221; &#8220;expect,&#8221; &#8220;strategy,&#8221; &#8220;future,&#8221; &#8220;likely,&#8221; &#8220;may,&#8221; &#8220;should,&#8221; &#8220;will&#8221; and similar references to future periods. Forward-looking statements included in this press release relate to the Company's ongoing commitment to provide excellent service to its customers; ability to achieve the intended benefits of the acquisition of Omni Logistics, including any revenue and cost synergies; and expectations regarding the Company's ability to execute on its plan to integrate Omni Logistics in order to generate long-term value for shareholders. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward- looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward- looking statements. The following is a list of factors, among others, that could cause actual results to differ materially from those contemplated by the forward-looking statements: economic factors such as recessions, inflation, higher interest rates and downturns in customer business cycles, the Company's ability to achieve the expected strategic, financial and other benefits of the acquisition of Omni Logistics, including the realization of expected synergies and the achievement of deleveraging targets within the expected timeframes or at all, the risk that the businesses will not be integrated successfully or that integration may be more difficult, time-consuming or costly than expected, the risk that operating costs, customer loss, management and employee retention and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) as a result of the acquisition of Omni Logistics may be greater than expected, continued weakening of the freight environment, future debt and financing levels, our ability to deleverage, including, without limitation, through capital allocation or divestitures of non- core businesses, our ability to secure terminal facilities in desirable locations at reasonable rates, more limited liquidity than expected which limits our ability to make key investments, the creditworthiness of our customers and their ability to pay for services rendered, our inability to maintain our historical growth rate because of a decreased volume of freight or decreased average revenue per pound of freight moving through our network, the availability and compensation of qualified Leased Capacity Providers and freight handlers as well as contracted, third-party carriers needed to serve our customers&#8217; transportation needs, our inability to manage our information systems and inability of our information systems to handle an increased volume of freight moving through our network, the occurrence of cybersecurity risks and events, market acceptance of our service offerings, claims for property damage, personal injuries or workers&#8217; compensation, enforcement of and changes in governmental regulations, environmental, tax, insurance and accounting matters, the handling of hazardous materials, changes in fuel prices, loss of a major customer, increasing competition, and pricing pressure, our dependence on our senior management team and the potential effects of changes in employee status, seasonal trends, the occurrence of certain weather events, restrictions in our charter and bylaws and the risks described in our Annual Report on Form 10-K for the year ended December 31, 2023, and as may be identified in

our subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. We caution readers that any forward-looking statement made by us in this press release is based only on information currently available to us and they should not place undue reliance on these forward-looking statements, which reflect management's opinion as of the date on which it is made. We undertake no obligation to publicly update any forward- looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise unless required by law. View source version on businesswire.com: https://www.businesswire.com/news/home/20240519417066/en/ Elizabeth Volpe / Libby Lloyd Brunswick Group (212) 333 - 3810 ForwardAirCorporation@BrunswickGroup.com Source: Forward Air Corporation