Forward Air (FWRD) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held on June 11, 2025, with six key proposals up for shareholder vote, including director elections, compensation plans, auditor ratification, and reincorporation to Delaware.

• Shareholders can vote by internet, phone, mail, or in person, and a majority of shares constitutes a quorum.

• The Board recommends voting FOR all proposals and director nominees.

Voting matters and shareholder proposals

• Proposal 1: Elect eleven directors for terms expiring at the 2026 Annual Meeting.

• Proposal 2: Approve the 2025 Omnibus Incentive Compensation Plan.

• Proposal 3: Approve the 2025 Non-Employee Director Stock Plan.

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

• Proposal 5: Ratify KPMG LLP as independent auditor for 2025.

• Proposal 6: Approve reincorporation from Tennessee to Delaware.

• Board recommends FOR all proposals; voting standards and effects of abstentions/broker non-votes are detailed.

Board of directors and corporate governance

• Board size set at eleven post-meeting; majority are independent per Nasdaq rules.

• Director nominees include representatives from major shareholders per recent acquisition agreements.

• Corporate Governance Guidelines address board structure, director selection, succession planning, and annual evaluations.

• Shareholders may nominate directors with advance notice; process remains unchanged post-reincorporation.

• Board committees: Audit, Compensation, Corporate Governance and Nominating, and Executive; all but Executive are fully independent.