A significant proxy advisory firm has thrown its weight behind an activist investor’s call for shareholders to vote against three board members of Forward Air at the upcoming annual meeting. Institutional Shareholder Services Inc. (ISS) has recommended rejecting the reelection of Chairman George Mayes and directors Javier Polit and Laurie Tucker, as per a statement from Ancora Holdings Group.
Ancora has criticized the trio for their involvement in a controversial merger with freight forwarder Omni Logistics. The deal, which bypassed shareholder approval through a series of transactions, resulted in a heavily indebted balance sheet for Forward Air, with a net debt leverage of 5.3 times at the close of the first quarter. Additionally, the merger led to Omni’s private equity backers holding a 38% equity stake and voting bloc in Forward Air. As a result, FWRD shares plummeted following the deal announcement in August 2023 and have since declined by 85%.
Earlier this year, under pressure from shareholders, Forward Air agreed to conduct a strategic review of its options, including the potential sale to private equity. However, Ancora has criticized the company for dragging its feet in the review process, accusing it of only recently entering into nondisclosure agreements with interested parties.
ISS echoed Ancora’s concerns, stating that there is a need for board-level changes due to the governance failures surrounding the Omni acquisition and the board’s track record in M&A decision-making. The reelection of the three board members requires a 50.1% vote, with the results to be announced at the June 11 annual meeting.
In addition to the board member vote, Forward Air is seeking shareholder approval to reincorporate from Tennessee to Delaware, citing a more favorable legal environment for corporations in Delaware. However, Ancora has alleged that the move is a reactionary response to Tennessee M&A laws that prevented the company from engaging with potential buyers.
Forward Air disclosed in a recent filing with the Securities and Exchange Commission that it is listening to shareholder feedback and exploring all avenues to maximize value, including engaging with interested parties. The company emphasized that the entire board is qualified and actively involved in overseeing the strategic review process, and removing board members could destabilize the company.
For more insights and analysis on this story, check out more articles by Todd Maiden on FreightWaves. The original post, “Proxy adviser backs activist’s move to reshape Forward Air board,” can be found on the FreightWaves website.
