Transportation services company Forward Air said on Thursday that its board chairman and two other board members resigned after the company’s June 11 annual shareholder meeting, actions that follow a proxy challenge by activist investor Ancora Holdings Group.
Board Chairman George Mayes resigned after not receiving enough shareholder support. Board members Javier Polit and Laurie Tucker both voluntarily resigned from the board, although they had received the support of a majority of the votes cast by shareholders in their election, the company said.
Ancora Holdings, a 4.1 percent shareholder of Forward Air, announced its proxy challenge May 7, arguing that the three targeted directors could not be trusted to oversee a strategic review announced in January, given that they presided over the acquisition of Omni Logistics, which Ancora characterizes as disastrous. That acquisition, completed in January 2024, saddled Forward Air with significant debt, operational disruptions, integration challenges, and strained customer relationships.
“This vote is a clear mandate that shareholders expect Forward Air to expeditiously complete a credible strategic review that leads to a sale at a meaningful premium,” Ancora said Thursday. “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. We believe the resignations of these legacy directors will empower the Board to carry out a thorough assessment of value-maximizing opportunities.”
Independent proxy advisory firms Institutional Shareholder Services Inc. and Glass, Lewis & Co., as well as Forward Air founder Scott Niswonger, a former company president and CEO for more than a decade after he first started the company, also had agreed that the company needed a board overhaul.
The size of Forward Air’s board has been reduced to eight directors, six of whom are independent. The board has appointed Jerome Lorrain as Executive Chairman and Paul Svindland as Lead Independent Director.
Lorrain currently serves as director of Log-Hub, a supply chain solution and optimization company, and as the Executive Chairman of FluentCargo, a routing solutions provider. He previously served as Chief Operating Officer of CEVA Logistics, a global end-to-end logistics company. Svindland serves as chairman of STG Logistics, a port-to-door services and supply chain solutions company, and previously served as its CEO.
“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,” Forward Air said. “We will continue to work closely with the management team to realize the Company’s full intrinsic value.”