Forward Air (FWRD) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 11, 2025, with six key proposals for shareholder vote, including director elections, compensation plans, auditor ratification, and reincorporation to Delaware.

• Shareholders of record as of April 30, 2025, are eligible to vote, with multiple voting methods available.

• The Board recommends voting in favor of all proposals and director nominees.

Voting matters and shareholder proposals

• Proposal 1: Election of eleven directors for terms expiring at the 2026 annual meeting.

• Proposal 2: Approval of the 2025 Omnibus Incentive Compensation Plan, authorizing 1,300,000 shares for equity awards.

• Proposal 3: Approval of the 2025 Non-Employee Director Stock Plan, authorizing 400,000 shares for director equity awards.

• Proposal 4: Advisory vote on executive compensation (say-on-pay).

• Proposal 5: Ratification of KPMG LLP as independent auditor for 2025, following a change from EY.

• Proposal 6: Approval of reincorporation from Tennessee to Delaware via merger with a wholly owned Delaware subsidiary.

Board of directors and corporate governance

• Board will be reduced to eleven members post-meeting, with a majority being independent under Nasdaq rules.

• Shareholder agreements grant major shareholders the right to nominate three directors.

• Corporate Governance Guidelines address board structure, director qualifications, succession planning, and annual self-evaluations.

• Shareholders can nominate directors with advance notice; director resignation policy in place for majority-withheld votes.