FORWARD AIR CORPORATION (NASDAQ:FWRD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 11, 2017, Douglas M. Madden informed the Board of Directors of the Company that he will step down as a Director, effective July 26, 2017. Mr. Madden’s decision to step down was not the result of any disagreement on any matter relating to the Company’s operations, policies or practices.
The Company’s Board of Directors has elected Thomas S. Albrecht, Ana B. Amicarella and Javier A. Palomarez to its Board of Directors, effective July 24, 2017.
Mr. Albrecht is the Founder and President of Sword & Sea Transport Advisors LLC, a transportation industry consulting firm. Prior to founding Sword & Sea, he served as Managing Director of BB&T Capital Markets from July 2009 until July 2016. He has been in the transportation research arena since 1988, and in addition to BB&T, he has worked for Stephens Inc., ABN AMRO and A.G. Edwards & Sons. Mr. Albrecht holds a B.S. in business administration with a finance major from the University of Central Missouri.
Ms. Amicarella is Managing Director for Aggreko PLC, a power generation solutions company. Prior to joining Aggreko in March 2011, she was general manager of GE Oil & Gas Services for North America. Ms. Amicarella began her career at GE in 1988 as a field engineer, and during her tenure, she served in various professional capacities within the areas of service, sales, strategic initiatives and P&L leaderships. Ms. Amicarella received a B.S. in electrical engineering from Ohio State University and an MBA from Oakland University. She competed in the 1984 Olympics in synchronized swimming and was an All-American while at Ohio State University.
Mr. Palomarez currently serves as the President and Chief Executive Officer of the United States Hispanic Chamber of Commerce, the largest Hispanic business association in the United States (“USHCC”). Before joining USHCC in October 2009, he was the Chief Marketing Officer for NetSpend Corporation. Mr. Palomarez has over twenty years of corporate and marketing experience, including leadership positions at Allstate Insurance Corporation, Sprint, Inc. and Bank of America, N.A. He serves on various advisory boards and councils, and since December 2015, he has been a director of MasTec, Inc., a leading infrastructure company (NYSE: MTZ). Mr. Palomarez obtained a B.B.A. in finance from The University of Texas-Pan American.
On July 24, 2017, in connection with their appointment to the Board and to the Company’s Amended and RestatedNon-Employee Director Stock Plan, the Company will grant each of Mr. Albrecht, Ms. Amicarella and Mr. Palomarez 1,405 restricted shares that will vest on the earlier to occur of: (i)the day immediately prior to the first annual meeting of the Company’s shareholders that occurs after the grant date; and (ii)July 24, 2018.
There are no arrangements or understandings between any of Mr. Albrecht, Ms. Amicarella, or Mr. Palomarez and any other persons to which any of them was selected as a director. There have been no transactions since the beginning of the Company’s last fiscal year, or any currently proposed transaction, in which the Company was or is to be a participant, in which the amount involved exceeds $120,000, and in which any of Mr. Albrecht, Ms. Amicarella or Mr. Palomarez has, or will have, a direct or indirect material interest. None of Mr. Albrecht, Ms. Amicarella and Mr. Palomarez have any family relationship with any director, executive officer or person nominated or chosen by the Company to become a director or an executive officer. The Board has determined that each of Mr. Albrecht, Ms. Amicarella and Mr. Palomarez is an independent director under applicable Nasdaq rules.
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being furnished as part of this Current Report.
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No. |
Exhibit |
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99.1 |
Press Release of Forward Air Corporation dated July 17, 2017 |
FORWARD AIR CORP ExhibitEX-99.1 2 exhibit99171717.htm EXHIBIT 99.1 7.17.17 Exhibit NEWS RELEASEForward Air Corporation Announces Election of Three New Independent Directors to Board of DirectorsGREENEVILLE,…To view the full exhibit click here
About FORWARD AIR CORPORATION (NASDAQ:FWRD)
Forward Air Corporation offers services, which are classified into three segments: Forward Air, Forward Air Solutions (FASI) and Total Quality (TQI). The Company, through its three segments, offers a range of logistic and other services, including expedited full truckload (TLX), pick-up and delivery (Forward Air Complete), pool distribution, temperature-controlled truckload, warehousing, customs brokerage and shipment consolidation and handling. The Forward Air segment provides time-definite transportation and related logistics services to the North American deferred air freight market. The FASI segment provides pool distribution services through a network of terminals and service locations in over 30 cities throughout the Mid-Atlantic, Southeast, Midwest and Southwest continental United States. The TQI segment provides security and temperature-controlled logistics services, primarily truckload services, to the pharmaceutical and other life science industries.