Forward Air (FWRD) Proxy Filing summary

Executive summary

• Board initiated a comprehensive review of strategic alternatives, including a potential sale, to maximize value and address shareholder feedback.

• Integration and transformation strategy is delivering solid results, with the Board actively overseeing these efforts.

• Forward-looking statements highlight expectations for ongoing transformation and strategic review, with caution regarding inherent risks and uncertainties.

Voting matters and shareholder proposals

• Proposal to reincorporate in Delaware is presented as aligned with shareholder value creation, offering legal and governance benefits.

• Board refreshment includes two directors not standing for re-election and nomination of a new independent director with industry expertise.

• Accelerating the reincorporation vote was deemed unnecessary and not beneficial to the strategic review process.

Board of directors and corporate governance

• Board consists of directors with finance, capital markets, and transformation strategy experience.

• Mr. Mayes, Mr. Polit, and Ms. Tucker bring critical institutional knowledge and unique skillsets to the Board.

• Board refreshment process is ongoing to ensure stability and expertise during strategic review.