Benzinga | Feb 10, 2021 01:01PM EST

Forward Air Reports Confirmation Of Receipt Of Director Nominations From Ancora Advisors

Forward Air Corporation (NASDAQ:FWRD) (the "Company" or "Forward") today confirmed that Ancora Advisors ("Ancora") has submitted a nomination notice for four candidates to stand for election to the Forward Air Board of Directors (the "Board") at the Company's 2021 Annual Meeting of Shareholders. Shareholders are not required to take any action at this time.

The Company issued the following statement:

Forward benefits from a strong and experienced Board that provides close oversight and guidance on the execution of the Company's strategy. The Board -- composed of 10 highly qualified directors, nine of whom are independent -- brings significant experience across the logistics industry, financial operations, governance, and increasingly, technology. Our Board regularly evaluates its composition to ensure it has the right skills and perspectives to deliver value to all shareholders, and has made and intends to continue to make refreshment a priority, appointing four new independent directors since 2017, for an average Board tenure of approximately seven years.

While we believe Forward is on the right path to deliver sustainable growth for shareholders, we are also open-minded and receptive to ideas that may enhance value or our operations. To that end, members of the Board and management team have held numerous and extensive discussions with Ancora and members of its shareholder group, including Andrew Clarke and Scott Niswonger (collectively the "Ancora Group"), over the past several months to better understand its views on the Company's strategy and progress. Through these discussions, the Board determined that it is either already executing on -- or intends to undertake -- many of the initiatives suggested by Ancora. In the areas where the parties disagree, the Board and management believe we can create superior value under the Forward strategic plan currently being executed.

Notwithstanding these differences in strategy, in an effort to engage constructively for the benefit of all shareholders, the Board has made a series of constructive settlement offers to Ancora. As recently as January 27, 2021, Forward made Ancora an offer whereby three new directors would be added to the Board, including any two directors chosen by Ancora, which could include any Ancora principals or members of the Ancora Group, and one independent director mutually agreed upon by Ancora and the Company. In response to a specific request made by Ancora, the proposed settlement offer also contemplated the creation of a new committee of the Board which would include two Ancora appointees, two independent directors, and Tom Schmitt as Chair. Ancora summarily rejected the proposal and demanded the appointment of three Ancora-selected candidates and 50% control of the proposed Board committee such that the Ancora Group would have veto-rights.

While we believe this proxy contest is unreasonable and disregards multiple constructive settlement offers by the Board, we remain committed to constructive and reasonable engagement with the Ancora Group moving forward, while ensuring that the best interests of all shareholders -- not only those of the Ancora Group -- are protected and represented.

Under Chairman and CEO Tom Schmitt, and with the full support and collaboration of the Board, we will continue to execute on the Company's clearly defined strategy. The Board believes that its combined CEO and Chairman structure is optimal for Forward at this time as it ensures the Board is led by a voice with in-depth, critical knowledge of our business, while enhancing transparency between the Board and management overall. The structure, which includes a lead independent director, provides an effective balance between strong Company leadership and engaged oversight as it ensures the Board has a holistic view of our business when making key strategic decisions for the benefit of our shareholders.

Forward remains focused on driving continued improvements in operational performance and shipment-level profitability, while delivering enhanced offerings and service to customers. In 2020, we prudently enhanced our financial flexibility and liquidity in order to mitigate the short-term headwinds presented by COVID-19, and at year-end, we rapidly and effectively resolved certain IT challenges to minimize their impact on the business. As volumes continue to rebound, we are confident that we have emerged from the depths of the pandemic a stronger company. Simultaneously, the Company's long-term value creation potential is compelling due to continued organic growth expansion; enhanced network capabilities; renewed commitment to Precision Execution; and consistent acquisition of complementary businesses.

The Board will review Ancora's materials and, if appropriate, will present its formal recommendation regarding director nominations in the Company's definitive proxy materials that will be filed with the Securities and Exchange Commission and mailed to shareholders eligible to vote at the 2021 Annual Meeting, which has not yet been scheduled.

Morgan Stanley & Co. LLC is serving as financial advisor to Forward Air and Cravath, Swaine & Moore LLP is serving as Forward Air's legal advisor.