$FWRD·8-K

FORWARD AIR CORP · Apr 29, 4:51 PM ET

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FORWARD AIR CORP 8-K

Research Summary

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Updated

Forward Air Corp Announces Two Directors Will Not Seek Re‑Election; Board to Shrink

What Happened
Forward Air Corporation (FWRD) filed an 8-K reporting that directors Charles L. Anderson and Robert L. Edwards, Jr. notified the company on April 24, 2026 that they will not stand for re‑election at the 2026 Annual Meeting of stockholders on June 17, 2026. Both were designated by Ridgemont Equity Partners under a January 25, 2024 Shareholders Agreement. The Board will reduce its size from seven directors to five, effective immediately following the 2026 Annual Meeting. The filing states neither director’s decision was due to any disagreement with the company.

Key Details

  • Date of notice: April 24, 2026; Annual Meeting: June 17, 2026.
  • Directors departing: Charles L. Anderson (member of the Compensation Committee) and Robert L. Edwards, Jr. (member of the Corporate Governance and Nominating Committee).
  • Board size change: from seven directors to five, effective after the 2026 Annual Meeting.
  • Ridgemont Equity Partners does not plan to nominate replacements for this meeting but reserved its designation rights for future director elections.

Why It Matters
Board composition changes can affect corporate oversight and governance. For investors, the immediate practical effects are a smaller board and the loss of two director seats previously designated by a shareholder group (Ridgemont). The filing notes no disagreements with management, and Ridgemont has preserved its right to designate future nominees, so this is a governance update rather than a stated conflict or operational change.

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