Forward Air (FWRD) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 17, 2026, with four main proposals: election of five directors, advisory approval of executive compensation, ratification of KPMG LLP as auditor, and an amendment to the 2025 Omnibus Incentive Compensation Plan to increase share authorization by 2 million shares.

• Shareholders of record as of April 21, 2026, are entitled to vote, with multiple voting methods available including internet, phone, mail, and in-person.

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

Voting matters and shareholder proposals

• Proposal 1: Elect five directors to serve until the 2027 annual meeting.

• Proposal 2: Advisory (non-binding) vote to approve executive compensation (say-on-pay).

• Proposal 3: Ratification of KPMG LLP as independent registered public accounting firm for 2026.

• Proposal 4: Approve amendment to the 2025 Omnibus Incentive Compensation Plan to increase shares available for issuance.

• Other business may be transacted as permitted.

Board of directors and corporate governance

• The Board consists of seven directors, with five non-employee directors; five nominees are up for election.

• Board composition emphasizes diversity of experience, skills, and background.

• Stockholder agreements from the Omni Acquisition grant certain shareholders ongoing nomination rights, though these were waived for this election.

• All nominees are deemed qualified; independence is determined per Nasdaq standards.

• Four standing committees: Audit, Compensation, Corporate Governance and Nominating, and Executive.

• Annual board and committee self-evaluations are conducted.