Forward Air (CCJ Top 250, No. 31) said on Thursday that three board members, including Chairman George Mayes, have resigned after the company’s annual shareholder meeting.
Directors Javier Polit and Laurie Tucker both voluntarily resigned as members of the board, “in order to permit the Board and management to continue focusing on the Company’s operations, transformation plan and comprehensive strategic alternatives review,” according to a release.
In a letter to shareholders released last month, activist investor Ancora Holdings Group, which owns a 4.1% stake and is a top 10 shareholder of the company, pushed for the removal of the three directors ahead of the meeting on Wednesday.
Ancora said the three “unfit legacy directors” cannot be trusted based on their “history of inaction, failed oversight and highly problematic decisions,” blaming them for the company’s decision to pursue the Omni Logistics acquisition in August 2023.
The letter noted that the deal was structured to avoid a shareholder vote before closing, was heavily funded with $1.85 billion in debt, and coerced shareholders to approve a deal that would dilute their ownership.
In addition, Ancora said the directors had overseen years of “massive value destruction” and is “slow-walking” the company’s sale process.
Following the announcement of the voting results at Forward Air’s annual meeting, Ancora said in a statement that the directors’ resignation would empower the rest of the board to effectively consider options that are “value-maximizing opportunities.”
The vote demonstrates that shareholders expect Forward Air to make a serious consideration and review that would lead to a sale at a meaningful price, Ancora said.
“Absent the more than 30% of shares that were legally committed to vote for the incumbent Board, Chairman George Mayes, Jr., Javier Polit, and Laurie Tucker lost in a landslide, highlighting the substantial level of concern regarding the legitimacy of the Board’s strategic review,” Ancora said.
The board also released a statement that the three executives have been “dedicated directors, offering critical leadership, insight and experience over their respective tenures, and we thank them for their service."
“Looking ahead, we are committed to advancing the Company’s strategic alternatives review – which is well underway – and continued global transformation in order to improve operating results and maximize shareholder value. We will continue to work closely with the management team to realize the Company’s full intrinsic value,” the board said.
Forward Air’s board is reduced to eight directors, six of whom are independent. All of the directors have been appointed since January 2024, aligned with the announcement of its Omni Logistics acquisition.
Jerome Lorrain has been appointed as Executive Chairman and Paul Svindland as Lead Independent Director. Lorrain is also a director of Log-Hub and executive chairman of FluentCargo. Svindland is also the chairman of STG Logistics.
Shares of FWRD were up 6.26% on Thursday morning. In Q1, Forward Air reported a net loss of $61.2 million.
"The board and management team are entirely focused on taking deliberate actions to maximize shareholder value," Forward Air CEO Shawn Stewart said during a call with analysts.
