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FORWARD AIR CORP. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and FORWARD AIR CORP.’s Form 8-K, filed June 4, 2024 (Item 5.07 on EDGAR). Page generated October 14, 2026.

  • 16Ballot items
  • 269Asset managers
  • 4,100Fund votes
  • June 3, 2024Meeting date

Results at a glance

Meeting of June 3, 2024: 16 items on FORWARD AIR CORP.’s Form 8-K, filed June 4, 2024: 4 approved · 12 without a stated outcome.

Material dissent

None.

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore FORWARD AIR CORP. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by FORWARD AIR CORP.

These tallies are FORWARD AIR CORP.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed June 4, 2024 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

FORWARD AIR CORP. — official shareholder meeting results, meeting held June 3, 2024
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Proposal 1: The Company's shareholders voted to approve, in accordance with Nasdaq Listing Rule 5635(a), (i) the issuance of shares of the Company's common stock ("Company Common Stock") upon the conversion of the outstanding Company Series C Preferred Units t 16,834,7601,396,3412,607,155 ---- 92%Approved—
Elect Director: Ana B. Amicarella 23,172,612---- 955,8090 96%Not verified—
Elect Director: Charles L. Anderson 22,646,327---- 533,5060 98%Not verified—
Elect Director: Valerie A. Bonebrake 23,419,020---- 709,4010 97%Not verified—
Elect Director: Dale W. Boyles 23,608,395---- 520,0260 98%Not verified—
Elect Director: R. Craig Carlock 23,294,134---- 834,2870 97%Not verified—
Elect Director: Robert L. Edwards, Jr. 22,646,467---- 533,3660 98%Not verified—
Elect Director: Christine M. Gorjanc 22,400,466---- 1,727,9550 93%Not verified—
Elect Director: Michael B. Hodge 22,646,491---- 533,3420 98%Not verified—
Elect Director: George S. Mayes, Jr. 23,030,294---- 1,098,1270 95%Not verified—
Elect Director: Javier Polit 23,576,315---- 552,1060 98%Not verified—
Elect Director: Shawn Stewart 23,621,988---- 506,4330 98%Not verified—
Elect Director: Laurie A. Tucker 23,010,754---- 1,117,6670 95%Not verified—
Proposal 3: The Company's shareholders voted to approve the amendment to the Company's 2016 Omnibus Incentive Compensation Plan to increase the number of shares of Company Common Stock authorized for issuance thereunder, as set forth below 22,053,786834,8161,239,819 ---- 96%Approved—
Proposal 4 The Company's shareholders voted to approve, on a non-binding, advisory basis, the compensation of the Company's named executive officers, as set forth below: 18,037,4754,696,9431,349,003 ---- 79%Approved—
5. The appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2024, as set forth below 22,100,500800,1941,227,727 ---- 97%Approved—

Source: FORWARD AIR CORP., Form 8-K, filed with the SEC on June 4, 2024 — read the filing on EDGAR.

How asset managers voted at the FORWARD AIR CORP. 2023-2024 meeting

Each item below shows how the 269 asset managers that disclosed a FORWARD AIR CORP. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.

1. Elect Director: Ana B. Amicarella

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%
FOR: 23,172,612WITHHELD: 955,809
Details: description as filed, official tally, votes by 76 asset managers

Description as filed by funds: Election of Directors: Ana B. Amicarella

FORWARD AIR CORP.’s own tally for this item (“Elect Director: Ana B. Amicarella”): 23,172,612 for, 955,809 withheld, per its Form 8-K filed June 4, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 96% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 76 asset managers below reported 13,628,790 for, 2,420 withheld, 1,161 unknown.

FOR
FOR: 13,628,790WITHHOLD: 2,420UNKNOWN: 1,161
Largest asset managers voting on “Election of Directors: Ana B. Amicarella” at FORWARD AIR CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
BlackRock3,436,4560 00For
Vanguard3,311,5280 00For
Pacer Funds Trust2,099,6100 00For
Fidelity666,7460 00For
State Street651,5050 00For
Invesco620,4890 00For
Dimensional568,0300 00For
Charles Schwab441,2730 00For
Legg Mason229,5390 00For
TIAA213,6410 00For
Royce132,1900 00For
AllianceBernstein84,7800 00For
Columbia Threadneedle84,5790 00For
Federated Hermes81,3950 00For
Jackson National77,6850 00For
WisdomTree73,4440 00For
Equitable72,6230 00For
Guardian Variable Products Trust54,7000 00For
QUANTITATIVE MASTER SERIES LLC46,0140 00For
BNY Mellon45,6380 00For
JPMorgan44,3510 00For
EA Series Trust44,0510 00For
American Century39,8250 00For
TARGET PORTFOLIO TRUST36,2000 00For
Principal Exchange-Traded Funds34,6890 00For

Showing the 25 largest of 76 asset managers. See all 76 in the interactive database.

2. Elect Director: Charles L. Anderson

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 22,646,327WITHHELD: 533,506
Details: description as filed, official tally, votes by 76 asset managers

Description as filed by funds: Election of Directors: Charles L. Anderson

FORWARD AIR CORP.’s own tally for this item (“Elect Director: Charles L. Anderson”): 22,646,327 for, 533,506 withheld, per its Form 8-K filed June 4, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 98% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 76 asset managers below reported 13,628,790 for, 2,420 withheld, 1,161 unknown.

FOR
FOR: 13,628,790WITHHOLD: 2,420UNKNOWN: 1,161
Largest asset managers voting on “Election of Directors: Charles L. Anderson” at FORWARD AIR CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
BlackRock3,436,4560 00For
Vanguard3,311,5280 00For
Pacer Funds Trust2,099,6100 00For
Fidelity666,7460 00For
State Street651,5050 00For
Invesco620,4890 00For
Dimensional568,0300 00For
Charles Schwab441,2730 00For
Legg Mason229,5390 00For
TIAA213,6410 00For
Royce132,1900 00For
AllianceBernstein84,7800 00For
Columbia Threadneedle84,5790 00For
Federated Hermes81,3950 00For
Jackson National77,6850 00For
WisdomTree73,4440 00For
Equitable72,6230 00For
Guardian Variable Products Trust54,7000 00For
QUANTITATIVE MASTER SERIES LLC46,0140 00For
BNY Mellon45,6380 00For
JPMorgan44,3510 00For
EA Series Trust44,0510 00For
American Century39,8250 00For
TARGET PORTFOLIO TRUST36,2000 00For
Principal Exchange-Traded Funds34,6890 00For

Showing the 25 largest of 76 asset managers. See all 76 in the interactive database.

3. Elect Director: Christine M. Gorjanc

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

93% Majority: yes · of votes cast

FOR 93%
FOR: 22,400,466WITHHELD: 1,727,955
Details: description as filed, official tally, votes by 76 asset managers

Description as filed by funds: Election of Directors: Christine M. Gorjanc

FORWARD AIR CORP.’s own tally for this item (“Elect Director: Christine M. Gorjanc”): 22,400,466 for, 1,727,955 withheld, per its Form 8-K filed June 4, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 93% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 76 asset managers below reported 12,956,227 for, 674,983 withheld, 1,161 unknown.

FOR
FOR: 12,956,227WITHHOLD: 674,983UNKNOWN: 1,161
Largest asset managers voting on “Election of Directors: Christine M. Gorjanc” at FORWARD AIR CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
BlackRock3,436,4560 00For
Vanguard3,311,5280 00For
Pacer Funds Trust2,099,6100 00For
Fidelity666,7460 00For
State Street00 0651,505Withhold
Invesco620,4890 00For
Dimensional568,0300 00For
Charles Schwab441,2730 00For
Legg Mason229,5390 00For
TIAA213,6410 00For
Royce132,1900 00For
AllianceBernstein84,7800 00For
Columbia Threadneedle84,5790 00For
Federated Hermes81,3950 00For
Jackson National77,6850 00For
WisdomTree73,4440 00For
Equitable72,6230 00For
Guardian Variable Products Trust54,7000 00For
QUANTITATIVE MASTER SERIES LLC46,0140 00For
BNY Mellon45,6380 00For
JPMorgan44,3510 00For
EA Series Trust44,0510 00For
American Century39,8250 00For
TARGET PORTFOLIO TRUST36,2000 00For
Principal Exchange-Traded Funds34,6890 00For

Showing the 25 largest of 76 asset managers. See all 76 in the interactive database.

4. Elect Director: Dale W. Boyles

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 23,608,395WITHHELD: 520,026
Details: description as filed, official tally, votes by 76 asset managers

Description as filed by funds: Election of Directors: Dale W. Boyles

FORWARD AIR CORP.’s own tally for this item (“Elect Director: Dale W. Boyles”): 23,608,395 for, 520,026 withheld, per its Form 8-K filed June 4, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 98% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 76 asset managers below reported 13,628,790 for, 2,420 withheld, 1,161 unknown.

FOR
FOR: 13,628,790WITHHOLD: 2,420UNKNOWN: 1,161
Largest asset managers voting on “Election of Directors: Dale W. Boyles” at FORWARD AIR CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
BlackRock3,436,4560 00For
Vanguard3,311,5280 00For
Pacer Funds Trust2,099,6100 00For
Fidelity666,7460 00For
State Street651,5050 00For
Invesco620,4890 00For
Dimensional568,0300 00For
Charles Schwab441,2730 00For
Legg Mason229,5390 00For
TIAA213,6410 00For
Royce132,1900 00For
AllianceBernstein84,7800 00For
Columbia Threadneedle84,5790 00For
Federated Hermes81,3950 00For
Jackson National77,6850 00For
WisdomTree73,4440 00For
Equitable72,6230 00For
Guardian Variable Products Trust54,7000 00For
QUANTITATIVE MASTER SERIES LLC46,0140 00For
BNY Mellon45,6380 00For
JPMorgan44,3510 00For
EA Series Trust44,0510 00For
American Century39,8250 00For
TARGET PORTFOLIO TRUST36,2000 00For
Principal Exchange-Traded Funds34,6890 00For

Showing the 25 largest of 76 asset managers. See all 76 in the interactive database.

5. Elect Director: George S. Mayes, Jr.

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%
FOR: 23,030,294WITHHELD: 1,098,127
Details: description as filed, official tally, votes by 76 asset managers

Description as filed by funds: Election of Directors: George S. Mayes, Jr.

FORWARD AIR CORP.’s own tally for this item (“Elect Director: George S. Mayes, Jr.”): 23,030,294 for, 1,098,127 withheld, per its Form 8-K filed June 4, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 95% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 76 asset managers below reported 13,604,605 for, 26,605 withheld, 1,161 unknown.

FOR
FOR: 13,604,605WITHHOLD: 26,605UNKNOWN: 1,161
Largest asset managers voting on “Election of Directors: George S. Mayes, Jr.” at FORWARD AIR CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
BlackRock3,436,4560 00For
Vanguard3,311,5280 00For
Pacer Funds Trust2,099,6100 00For
Fidelity666,7460 00For
State Street651,5050 00For
Invesco620,4890 00For
Dimensional568,0300 00For
Charles Schwab441,2730 00For
Legg Mason229,5390 00For
TIAA213,6410 00For
Royce132,1900 00For
AllianceBernstein84,7800 00For
Columbia Threadneedle84,5790 00For
Federated Hermes81,3950 00For
Jackson National77,6850 00For
WisdomTree73,4440 00For
Equitable72,6230 00For
Guardian Variable Products Trust54,7000 00For
QUANTITATIVE MASTER SERIES LLC46,0140 00For
BNY Mellon45,6380 00For
JPMorgan44,3510 00For
EA Series Trust44,0510 00For
American Century39,8250 00For
TARGET PORTFOLIO TRUST36,2000 00For
Principal Exchange-Traded Funds34,6890 00For

Showing the 25 largest of 76 asset managers. See all 76 in the interactive database.

6. Elect Director: Javier Polit

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 23,576,315WITHHELD: 552,106
Details: description as filed, official tally, votes by 76 asset managers

Description as filed by funds: Election of Directors: Javier Polit

FORWARD AIR CORP.’s own tally for this item (“Elect Director: Javier Polit”): 23,576,315 for, 552,106 withheld, per its Form 8-K filed June 4, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 98% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 76 asset managers below reported 13,628,790 for, 2,420 withheld, 1,161 unknown.

FOR
FOR: 13,628,790WITHHOLD: 2,420UNKNOWN: 1,161
Largest asset managers voting on “Election of Directors: Javier Polit” at FORWARD AIR CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
BlackRock3,436,4560 00For
Vanguard3,311,5280 00For
Pacer Funds Trust2,099,6100 00For
Fidelity666,7460 00For
State Street651,5050 00For
Invesco620,4890 00For
Dimensional568,0300 00For
Charles Schwab441,2730 00For
Legg Mason229,5390 00For
TIAA213,6410 00For
Royce132,1900 00For
AllianceBernstein84,7800 00For
Columbia Threadneedle84,5790 00For
Federated Hermes81,3950 00For
Jackson National77,6850 00For
WisdomTree73,4440 00For
Equitable72,6230 00For
Guardian Variable Products Trust54,7000 00For
QUANTITATIVE MASTER SERIES LLC46,0140 00For
BNY Mellon45,6380 00For
JPMorgan44,3510 00For
EA Series Trust44,0510 00For
American Century39,8250 00For
TARGET PORTFOLIO TRUST36,2000 00For
Principal Exchange-Traded Funds34,6890 00For

Showing the 25 largest of 76 asset managers. See all 76 in the interactive database.

7. Elect Director: Laurie A. Tucker

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%
FOR: 23,010,754WITHHELD: 1,117,667
Details: description as filed, official tally, votes by 76 asset managers

Description as filed by funds: Election of Directors: Laurie A. Tucker

FORWARD AIR CORP.’s own tally for this item (“Elect Director: Laurie A. Tucker”): 23,010,754 for, 1,117,667 withheld, per its Form 8-K filed June 4, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 95% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 76 asset managers below reported 13,602,005 for, 29,205 withheld, 1,161 unknown.

FOR
FOR: 13,602,005WITHHOLD: 29,205UNKNOWN: 1,161
Largest asset managers voting on “Election of Directors: Laurie A. Tucker” at FORWARD AIR CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
BlackRock3,436,4560 00For
Vanguard3,311,5280 00For
Pacer Funds Trust2,099,6100 00For
Fidelity666,7460 00For
State Street651,5050 00For
Invesco620,4890 00For
Dimensional568,0300 00For
Charles Schwab441,2730 00For
Legg Mason229,5390 00For
TIAA213,6410 00For
Royce132,1900 00For
AllianceBernstein84,7800 00For
Columbia Threadneedle84,5790 00For
Federated Hermes81,3950 00For
Jackson National77,6850 00For
WisdomTree73,4440 00For
Equitable72,6230 00For
Guardian Variable Products Trust54,7000 00For
QUANTITATIVE MASTER SERIES LLC46,0140 00For
BNY Mellon45,6380 00For
JPMorgan44,3510 00For
EA Series Trust44,0510 00For
American Century39,8250 00For
TARGET PORTFOLIO TRUST36,2000 00For
Principal Exchange-Traded Funds34,6890 00For

Showing the 25 largest of 76 asset managers. See all 76 in the interactive database.

8. Elect Director: Michael B. Hodge

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 22,646,491WITHHELD: 533,342
Details: description as filed, official tally, votes by 76 asset managers

Description as filed by funds: Election of Directors: Michael B. Hodge

FORWARD AIR CORP.’s own tally for this item (“Elect Director: Michael B. Hodge”): 22,646,491 for, 533,342 withheld, per its Form 8-K filed June 4, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 98% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 76 asset managers below reported 13,628,790 for, 2,420 withheld, 1,161 unknown.

FOR
FOR: 13,628,790WITHHOLD: 2,420UNKNOWN: 1,161
Largest asset managers voting on “Election of Directors: Michael B. Hodge” at FORWARD AIR CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
BlackRock3,436,4560 00For
Vanguard3,311,5280 00For
Pacer Funds Trust2,099,6100 00For
Fidelity666,7460 00For
State Street651,5050 00For
Invesco620,4890 00For
Dimensional568,0300 00For
Charles Schwab441,2730 00For
Legg Mason229,5390 00For
TIAA213,6410 00For
Royce132,1900 00For
AllianceBernstein84,7800 00For
Columbia Threadneedle84,5790 00For
Federated Hermes81,3950 00For
Jackson National77,6850 00For
WisdomTree73,4440 00For
Equitable72,6230 00For
Guardian Variable Products Trust54,7000 00For
QUANTITATIVE MASTER SERIES LLC46,0140 00For
BNY Mellon45,6380 00For
JPMorgan44,3510 00For
EA Series Trust44,0510 00For
American Century39,8250 00For
TARGET PORTFOLIO TRUST36,2000 00For
Principal Exchange-Traded Funds34,6890 00For

Showing the 25 largest of 76 asset managers. See all 76 in the interactive database.

9. Elect Director: R. Craig Carlock

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 23,294,134WITHHELD: 834,287
Details: description as filed, official tally, votes by 76 asset managers

Description as filed by funds: Election of Directors: R. Craig Carlock

FORWARD AIR CORP.’s own tally for this item (“Elect Director: R. Craig Carlock”): 23,294,134 for, 834,287 withheld, per its Form 8-K filed June 4, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 97% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 76 asset managers below reported 13,618,878 for, 2,496 withheld, 9,836 abstained, 1,161 unknown.

FOR
FOR: 13,618,878ABSTAIN: 9,836WITHHOLD: 2,496UNKNOWN: 1,161
Largest asset managers voting on “Election of Directors: R. Craig Carlock” at FORWARD AIR CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
BlackRock3,436,4560 00For
Vanguard3,311,5280 00For
Pacer Funds Trust2,099,6100 00For
Fidelity666,7460 00For
State Street651,5050 00For
Invesco620,4890 00For
Dimensional568,0300 00For
Charles Schwab441,2730 00For
Legg Mason229,5390 00For
TIAA213,6410 00For
Royce132,1900 00For
AllianceBernstein84,7800 00For
Columbia Threadneedle84,5790 00For
Federated Hermes81,3950 00For
Jackson National77,6850 00For
WisdomTree73,4440 00For
Equitable72,6230 00For
Guardian Variable Products Trust54,7000 00For
QUANTITATIVE MASTER SERIES LLC46,0140 00For
BNY Mellon45,6380 00For
JPMorgan44,3510 00For
EA Series Trust44,0510 00For
American Century39,8250 00For
TARGET PORTFOLIO TRUST36,2000 00For
Principal Exchange-Traded Funds34,6890 00For

Showing the 25 largest of 76 asset managers. See all 76 in the interactive database.

10. Elect Director: Robert L. Edwards, Jr.

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 22,646,467WITHHELD: 533,366
Details: description as filed, official tally, votes by 76 asset managers

Description as filed by funds: Election of Directors: Robert L. Edwards, Jr.

FORWARD AIR CORP.’s own tally for this item (“Elect Director: Robert L. Edwards, Jr.”): 22,646,467 for, 533,366 withheld, per its Form 8-K filed June 4, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 98% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 76 asset managers below reported 13,628,790 for, 2,420 withheld, 1,161 unknown.

FOR
FOR: 13,628,790WITHHOLD: 2,420UNKNOWN: 1,161
Largest asset managers voting on “Election of Directors: Robert L. Edwards, Jr.” at FORWARD AIR CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
BlackRock3,436,4560 00For
Vanguard3,311,5280 00For
Pacer Funds Trust2,099,6100 00For
Fidelity666,7460 00For
State Street651,5050 00For
Invesco620,4890 00For
Dimensional568,0300 00For
Charles Schwab441,2730 00For
Legg Mason229,5390 00For
TIAA213,6410 00For
Royce132,1900 00For
AllianceBernstein84,7800 00For
Columbia Threadneedle84,5790 00For
Federated Hermes81,3950 00For
Jackson National77,6850 00For
WisdomTree73,4440 00For
Equitable72,6230 00For
Guardian Variable Products Trust54,7000 00For
QUANTITATIVE MASTER SERIES LLC46,0140 00For
BNY Mellon45,6380 00For
JPMorgan44,3510 00For
EA Series Trust44,0510 00For
American Century39,8250 00For
TARGET PORTFOLIO TRUST36,2000 00For
Principal Exchange-Traded Funds34,6890 00For

Showing the 25 largest of 76 asset managers. See all 76 in the interactive database.

11. Elect Director: Shawn Stewart

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 23,621,988WITHHELD: 506,433
Details: description as filed, official tally, votes by 76 asset managers

Description as filed by funds: Election of Directors: Shawn Stewart

FORWARD AIR CORP.’s own tally for this item (“Elect Director: Shawn Stewart”): 23,621,988 for, 506,433 withheld, per its Form 8-K filed June 4, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 98% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 76 asset managers below reported 13,628,790 for, 2,420 withheld, 1,161 unknown.

FOR
FOR: 13,628,790WITHHOLD: 2,420UNKNOWN: 1,161
Largest asset managers voting on “Election of Directors: Shawn Stewart” at FORWARD AIR CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
BlackRock3,436,4560 00For
Vanguard3,311,5280 00For
Pacer Funds Trust2,099,6100 00For
Fidelity666,7460 00For
State Street651,5050 00For
Invesco620,4890 00For
Dimensional568,0300 00For
Charles Schwab441,2730 00For
Legg Mason229,5390 00For
TIAA213,6410 00For
Royce132,1900 00For
AllianceBernstein84,7800 00For
Columbia Threadneedle84,5790 00For
Federated Hermes81,3950 00For
Jackson National77,6850 00For
WisdomTree73,4440 00For
Equitable72,6230 00For
Guardian Variable Products Trust54,7000 00For
QUANTITATIVE MASTER SERIES LLC46,0140 00For
BNY Mellon45,6380 00For
JPMorgan44,3510 00For
EA Series Trust44,0510 00For
American Century39,8250 00For
TARGET PORTFOLIO TRUST36,2000 00For
Principal Exchange-Traded Funds34,6890 00For

Showing the 25 largest of 76 asset managers. See all 76 in the interactive database.

12. Elect Director: Valerie A. Bonebrake

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 23,419,020WITHHELD: 709,401
Details: description as filed, official tally, votes by 76 asset managers

Description as filed by funds: Election of Directors: Valerie A. Bonebrake

FORWARD AIR CORP.’s own tally for this item (“Elect Director: Valerie A. Bonebrake”): 23,419,020 for, 709,401 withheld, per its Form 8-K filed June 4, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 97% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 76 asset managers below reported 13,618,878 for, 2,496 withheld, 9,836 abstained, 1,161 unknown.

FOR
FOR: 13,618,878ABSTAIN: 9,836WITHHOLD: 2,496UNKNOWN: 1,161
Largest asset managers voting on “Election of Directors: Valerie A. Bonebrake” at FORWARD AIR CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
BlackRock3,436,4560 00For
Vanguard3,311,5280 00For
Pacer Funds Trust2,099,6100 00For
Fidelity666,7460 00For
State Street651,5050 00For
Invesco620,4890 00For
Dimensional568,0300 00For
Charles Schwab441,2730 00For
Legg Mason229,5390 00For
TIAA213,6410 00For
Royce132,1900 00For
AllianceBernstein84,7800 00For
Columbia Threadneedle84,5790 00For
Federated Hermes81,3950 00For
Jackson National77,6850 00For
WisdomTree73,4440 00For
Equitable72,6230 00For
Guardian Variable Products Trust54,7000 00For
QUANTITATIVE MASTER SERIES LLC46,0140 00For
BNY Mellon45,6380 00For
JPMorgan44,3510 00For
EA Series Trust44,0510 00For
American Century39,8250 00For
TARGET PORTFOLIO TRUST36,2000 00For
Principal Exchange-Traded Funds34,6890 00For

Showing the 25 largest of 76 asset managers. See all 76 in the interactive database.

13. Proposal 1: The Company's shareholders voted to approve, in accordance with Nasdaq Listing Rule 5635(a), (i) the…

Official resultCAPITAL STRUCTUREReported outcome: Approved

Combines 2 wordings of this item as funds reported it.

92% Approved · of votes cast

FOR 92%
FOR: 16,834,760AGAINST: 1,396,341
Details: description as filed, official tally, votes by 67 asset managers

Description as filed by funds: To approve, in accordance with Nasdaq Listing Rule 5635(a), (i) the issuance of shares of common stock upon the conversion of the outstanding Series C Preferred Units that were issued in connection with the Omni Acquisition and (ii) the issuance of fractional units of Series B Preferred Stock upon the conversion of Opco Series C-2 Preferred Units that were issued in connection with the Omni Acquisition into Opco Class B Units, and the issuance of common stock upon the exchange of such fractional units of Series B Preferred Stock (together with the corresponding Opco Class B Units).

FORWARD AIR CORP.’s own tally for this item (“Proposal 1: The Company's shareholders voted to approve, in accordance with Nasdaq Listing Rule 5635(a), (i) the issuance of shares of the Company's common stock ("Company Common Stock") upon the conversion of the outsta”): 16,834,760 for, 1,396,341 against — passed, per its Form 8-K filed June 4, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 1 The Company's shareholders voted to approve, in accordance with Nasdaq Listing Rule 5635(a), (i) the issuance of shares of the Company's common stock ("Company Common Stock") upon the conversion of the outstanding Company Series C Preferred Units that were issued in connection with the a…”
Support: 92% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of FORWARD AIR CORP.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “To approve, (i) the issuance of shares of common stock upon the conversion of the outstanding Series C Preferred Units issued in connection with the Omni Acquisition and (ii) the issuance of fractional units of Series B Preferred Stock upon the conversion of Opco Series C-2 Preferred Units issued in” (14 managers, 546,773 for, 72,321 against).

The 67 asset managers below reported 12,323,543 for, 672,563 against, 1,161 unknown.

FOR
FOR: 12,323,543AGAINST: 672,563UNKNOWN: 1,161
Largest asset managers voting on “To approve, in accordance with Nasdaq Listing Rule 5635(a), (i) the issuance of shares of common stock upon th” at FORWARD AIR CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
BlackRock3,436,4560 00For
Vanguard3,311,5280 00For
Pacer Funds Trust2,099,6100 00For
Fidelity666,7460 00For
State Street0651,505 00Against
Invesco620,4890 00For
Dimensional568,0300 00For
Legg Mason229,5390 00For
TIAA213,6410 00For
Royce132,1900 00For
AllianceBernstein84,7800 00For
Columbia Threadneedle84,5790 00For
Jackson National77,6850 00For
WisdomTree73,4440 00For
Equitable72,6230 00For
Guardian Variable Products Trust54,7000 00For
QUANTITATIVE MASTER SERIES LLC46,0140 00For
BNY Mellon45,6380 00For
JPMorgan44,3510 00For
EA Series Trust44,0510 00For
American Century39,8250 00For
Principal Exchange-Traded Funds34,6890 00For
Principal34,5910 00For
Thrivent26,7170 00For
Lincoln Financial4,91519,339 00Mixed

Showing the 25 largest of 67 asset managers. See all 67 in the interactive database.

14. Proposal 3: The Company's shareholders voted to approve the amendment to the Company's 2016 Omnibus Incentive…

Official resultCOMPENSATIONReported outcome: Approved

Combines 3 wordings of this item as funds reported it.

96% Approved · of votes cast

FOR 96%
FOR: 22,053,786AGAINST: 834,816
Details: description as filed, official tally, votes by 80 asset managers

Description as filed by funds: TO APPROVE THE AMENDMENT TO THE 2016 OMNIBUS INCENTIVE COMPENSATION PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE THEREUNDER.

FORWARD AIR CORP.’s own tally for this item (“Proposal 3: The Company's shareholders voted to approve the amendment to the Company's 2016 Omnibus Incentive Compensation Plan to increase the number of shares of Company Common Stock authorized for issuance thereunder,”): 22,053,786 for, 834,816 against — passed, per its Form 8-K filed June 4, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 3 The Company's shareholders voted to approve the amendment to the Company's 2016 Omnibus Incentive Compensation Plan to increase the number of shares of Company Common Stock authorized for issuance thereunder, as set forth below:”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 80 asset managers below reported 13,563,599 for, 73,366 against, 2,420 abstained, 1,161 unknown.

FOR
FOR: 13,563,599AGAINST: 73,366ABSTAIN: 2,420UNKNOWN: 1,161
Largest asset managers voting on “TO APPROVE THE AMENDMENT TO THE 2016 OMNIBUS INCENTIVE COMPENSATION PLAN TO INCREASE THE NUMBER OF SHARES OF C” at FORWARD AIR CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
BlackRock3,436,4560 00For
Vanguard3,311,5280 00For
Pacer Funds Trust2,099,6100 00For
Fidelity666,7460 00For
State Street651,5050 00For
Invesco620,4890 00For
Dimensional568,0300 00For
Charles Schwab441,2730 00For
Legg Mason229,5390 00For
TIAA213,6410 00For
Royce132,1900 00For
AllianceBernstein84,7800 00For
Columbia Threadneedle84,5790 00For
Federated Hermes81,3950 00For
Jackson National77,6850 00For
WisdomTree73,4440 00For
Equitable72,6230 00For
Guardian Variable Products Trust54,7000 00For
QUANTITATIVE MASTER SERIES LLC46,0140 00For
BNY Mellon45,6380 00For
JPMorgan44,3510 00For
EA Series Trust44,0510 00For
American Century039,825 00Against
TARGET PORTFOLIO TRUST36,2000 00For
Principal Exchange-Traded Funds34,6890 00For

Showing the 25 largest of 80 asset managers. See all 80 in the interactive database.

15. Proposal 4 The Company's shareholders voted to approve, on a non-binding, advisory basis, the compensation of the…

Official resultFund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 14 wordings of this item as funds reported it.

79% Approved · of votes cast

FOR 79%AGAINST
FOR: 18,037,475AGAINST: 4,696,943
Details: description as filed, official tally, votes by 268 asset managers

Description as filed by funds: To approve, on a non-binding, advisory basis, the compensation of the named executive officers (the "say on pay vote").

FORWARD AIR CORP.’s own tally for this item (“Proposal 4 The Company's shareholders voted to approve, on a non-binding, advisory basis, the compensation of the Company's named executive officers, as set forth below:”): 18,037,475 for, 4,696,943 against — passed, per its Form 8-K filed June 4, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 4 The Company's shareholders voted to approve, on a non-binding, advisory basis, the compensation of the Company's named executive officers, as set forth below:”
Support: 79% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 79 asset managers voting on “To approve, on a non-binding, advisory basis, the compensation of the named executive officers (the "say on pa” at FORWARD AIR CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
BlackRock3,436,4560 00For
Vanguard3,311,5280 00For
Pacer Funds Trust2,099,6100 00For
Fidelity666,7460 00For
State Street651,5050 00For
Invesco620,4890 00For
Dimensional0568,030 00Against
Charles Schwab441,2730 00For
Legg Mason0224,900 4,6390Against
TIAA0213,641 00Against
Royce00 132,1900Abstain
AllianceBernstein084,780 00Against
Columbia Threadneedle084,579 00Against
Federated Hermes81,3950 00For
Jackson National71,0506,635 00Mixed
WisdomTree73,4440 00For
Equitable40,24332,380 00Mixed
Guardian Variable Products Trust054,700 00Against
QUANTITATIVE MASTER SERIES LLC46,0140 00For
BNY Mellon45,6380 00For
JPMorgan044,351 00Against
EA Series Trust44,0510 00For
American Century39,8250 00For
TARGET PORTFOLIO TRUST36,2000 00For
Principal Exchange-Traded Funds034,689 00Against

Fund voting reports, all 79 managers: 11,886,061 for, 1,614,000 against, 139,249 abstained, 1,161 unknown. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 213 asset managers voting on “To approve, on a non-binding, advisory basis, the compensation of the named executive officers (the "say on pa” at FORWARD AIR CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Ridgemont Partners Management, LLC1,866,9630 00For
State Street1,169,7657,968 00For
BlackRock803,56917,105 00For
GEODE CAPITAL MANAGEMENT, LLC666,9670 00For
Invesco641,3120 00For
Charles Schwab452,1670 00For
Man Group plc390,1400 00For
TIMUCUAN ASSET MANAGEMENT INC/FL371,9540 00For
APG Asset Management US Inc.0347,593 00Against
Clearbridge Investments, LLC0292,373 00Against
Northern Trust277,4611,431 00For
Capital Group69 266,9950Abstain
MELLON INVESTMENTS Corp233,2360 00For
Nuveen0214,598 00Against
PARAMETRIC PORTFOLIO ASSOCIATES LLC0214,363 00Against
MARSHALL WACE, LLP203,1800 00For
PRINCIPAL GLOBAL INVESTORS0194,025 00Against
HEALTHCARE OF ONTARIO PENSION PLAN TRUST FUND0189,500 00Against
Citadel128,0330 00For
AllianceBernstein0119,167 00Against
DE Shaw0113,321 00Against
NORDEA INVESTMENT MANAGEMENT AB0109,288 00Against
Vanguard94,1120 00For
CANADA PENSION PLAN INVESTMENT BOARD092,700 00Against
BNY Mellon90,9380 00For

Institutional-manager reports, all 213 managers: 8,012,103 for, 2,920,027 against, 271,688 abstained, 2,526 not voted. Showing the 25 largest; see all in the interactive database.

16. 5. The appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2024, as set…

Official resultAUDIT-RELATEDReported outcome: Approved

Combines 4 wordings of this item as funds reported it.

97% Approved · of votes cast

FOR 97%
FOR: 22,100,500AGAINST: 800,194
Details: description as filed, official tally, votes by 80 asset managers

Description as filed by funds: TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE 2024 FISCAL YEAR.

FORWARD AIR CORP.’s own tally for this item (“5. The appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2024, as set forth below”): 22,100,500 for, 800,194 against — passed, per its Form 8-K filed June 4, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 5 The Company's shareholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2024, as set forth below:”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 80 asset managers below reported 13,613,186 for, 23,779 against, 2,420 abstained, 1,161 unknown.

FOR
FOR: 13,613,186AGAINST: 23,779ABSTAIN: 2,420UNKNOWN: 1,161
Largest asset managers voting on “TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COM” at FORWARD AIR CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
BlackRock3,436,4560 00For
Vanguard3,311,5280 00For
Pacer Funds Trust2,099,6100 00For
Fidelity666,7460 00For
State Street651,5050 00For
Invesco620,4890 00For
Dimensional568,0300 00For
Charles Schwab441,2730 00For
Legg Mason229,5390 00For
TIAA213,6410 00For
Royce132,1900 00For
AllianceBernstein84,7800 00For
Columbia Threadneedle84,5790 00For
Federated Hermes81,3950 00For
Jackson National77,6850 00For
WisdomTree73,4440 00For
Equitable72,6230 00For
Guardian Variable Products Trust54,7000 00For
QUANTITATIVE MASTER SERIES LLC46,0140 00For
BNY Mellon45,6380 00For
JPMorgan44,3510 00For
EA Series Trust44,0510 00For
American Century39,8250 00For
TARGET PORTFOLIO TRUST36,2000 00For
Principal Exchange-Traded Funds34,6890 00For

Showing the 25 largest of 80 asset managers. See all 80 in the interactive database.

Largest FORWARD AIR CORP. shareholders voting in 2023-2024

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 26,438,420 shares outstanding at the time of that meeting.

Fund voting reports: top FORWARD AIR CORP. shareholders by shares voted on “To approve, on a non-binding, advisory basis, the compensation of the named executive officers…”, 2023-2024
#Asset manager % of shares outstanding
1BlackRock 13.00%
2Vanguard 12.53%
3Pacer Funds Trust 7.94%
4Fidelity 2.52%
5State Street 2.46%
6Invesco 2.35%
7Dimensional 2.15%
8Charles Schwab 1.67%
9Legg Mason 0.87%
10TIAA 0.81%
Institutional-manager reports: top FORWARD AIR CORP. shareholders by shares voted on “To approve, on a non-binding, advisory basis, the compensation of the named executive officers…”, 2023-2024
#Asset manager % of shares outstanding
1Ridgemont Partners Management, LLC 7.06%
2State Street 4.45%
3BlackRock 3.10%
4GEODE CAPITAL MANAGEMENT, LLC 2.52%
5Invesco 2.43%
6Charles Schwab 1.72%
7Man Group plc 1.48%
8TIMUCUAN ASSET MANAGEMENT INC/FL 1.41%
9APG Asset Management US Inc. 1.31%
10Clearbridge Investments, LLC 1.11%

Reported FORWARD AIR CORP. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

FORWARD AIR CORP. holdings and ownership disclosed for the 2023-2024 proxy season
Holder % outstanding Disclosure
The Vanguard Group 11.28% 13G
Opco Series C-2 Preferred Units 7.63% DEF14A
State Street 4.74% 13F
Company Series C Preferred Units 4.58% DEF14A
Company Series B Preferred Units 4.41% DEF14A
Invesco 3.10% 13F
Charles L. Anderson 2.65% DEF14A
Dimensional Fund Advisors 2.60% 13F
Geode Capital 2.58% 13F
Millennium Management 2.01% 13F

Percentages above are of 26,438,420 shares outstanding, as reported by FORWARD AIR CORP. on its Form 10-Q dated March 31, 2024 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from FORWARD AIR CORP.’s 10-Q dated March 31, 2024. This page is a static snapshot rebuilt weekly on October 14, 2026; a live search always shows the current data.

At FORWARD AIR CORP.'s shareholder meeting held June 3, 2024, in the 2023-2024 proxy season, 269 asset managers reported how they voted on 16 ballot items in their SEC Form N-PX filings, covering 4,100 separate fund positions. On the most widely held item on that ballot — To approve, on a non-binding, advisory basis, the compensation of the named executive officers… — FORWARD AIR CORP.'s filing reports the proposal as approved, with 79% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: FORWARD AIR CORP.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on June 4, 2024.

FORWARD AIR CORP. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.

Download data (CSV): ballot items · votes by manager · column guide.