Forward Air directors exit board after activist Ancora's campaign (updated)

Forward Air (Delaware)

12/06/2025 13:36

Company announces board exits after Ancora's "withhold campaign"

Chair Mayes fails to get enough support for reelection

Board says company is committed to strategic alternatives review

Adds detail on moves, size of board, comment from board, background

By Svea Herbst-Bayliss and Utkarsh Shetti

June 12 (Reuters) - Three Forward Air FWRD.O directors are leaving its board after pressure from an activist investor, the U.S. freight forwarding company said on Thursday, noting that the departures will pave the way for executives to concentrate on a strategic review.

Ancora Holdings has for months pushed Forward Air to
consider a sale
 and mounted a last-minute campaign in May to remove three long-serving directors to speed up a strategic review of the company's options.

        The investment firm's "withhold the vote" campaign was designed to force out the three directors for their roles in an unpopular acquisition and to accelerate a sale of the company.

Shareholders on Wednesday pushed chairman George Mayes off the board by withholding enough support from him that a company guideline required him to resign. The other two targeted directors, Javier Polit and Laurie Tucker, were reelected but chose to resign immediately, the company said.

Directors are required to resign if they receive less than 50.1% support in a shareholder vote.

The board said it is "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."

It will now have eight directors, instead of 11.

News of the resignations, made public the day after the annual meeting on Wednesday where investors voted, highlights the increasing power that some activist investors have in forcing changes at companies at a time when many face a more uncertain outlook, lawyers and bankers said.

Ancora and at least two other activist investors have been pressing the company for months to find a buyer. Forward Air said in January that it was proceeding with a review.

Pressure on the board mounted when Institutional Shareholder Services and Glass Lewis, the two biggest U.S. proxy advisory firms that guide how shareholders vote, urged investors to withhold votes for the trio, arguing the review needed to be conducted urgently.

Forward Air has a market value of roughly $600 million and has seen its stock price tumble from a high of $121 in late 2021 to trade at $19.58 on Thursday. Investors pushed the stock up modestly after the opening.

That is in part due to the acquisition of Omni Logistics bringing increased debt without promised cost savings as well as a loss of investor confidence.

 (Reporting by Svea Herbst-Bayliss and Utkarsh Shetti in Bengaluru; Editing by Anil D'Silva, Sharon Singleton and Joe Bavier)

 ((svea.herbst@thomsonreuters.com; +617 233 2138; Reuters Messaging: svea.herbst.thomsonreuters.com@reuters.net/))