UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 23, 2006 (May 23, 2006)
FORWARD AIR CORPORATION
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(Exact name of registrant as specified in its charter)
Tennessee 000-22490 62-1120025
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
430 Airport Road
Greeneville, Tennessee 37745
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (423) 636-7000
Not Applicable
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
SECTION 1. REGISTRANT'S BUSINESS AND OPERATIONS.
Item 1.01. Entry Into a Material Definitive Agreement.
The Board of Directors of Forward Air Corporation (the "Company") has
adopted the schedule of non-employee director compensation set forth on Exhibit
99.1 attached hereto and incorporated herein by reference, effective May 24,
2006.
In addition, on May 23, 2006, the Compensation Committee of the Board of
Directors increased the 2006 base salaries of Rodney L. Bell to $240,000 and
Michael P. McLean to $150,000, effective June 2, 2006. The Compensation
Committee also awarded 2,000 shares of time-based restricted stock to Mr. Bell
and 2,500 shares of time-based restricted stock to Mr. McLean, effective June 2,
2006, under the Company's 1999 Stock Option and Incentive Plan. The restricted
stock shares vest equally in one-third increments over three years commencing on
June 2, 2007 and fully vesting on June 2, 2009. Upon vesting, the restricted
stock will be issued to the holder in an equal number of shares of the Company's
$0.01 par value common stock. During the vesting period, the holder of
restricted stock is entitled to receive a cash amount equal to any dividend
declared and paid on the Company's common stock multiplied by the number of
restricted stock then held. The disclosures made in Item 5.02 of this Form 8-K
relative to Messrs. Bell and McLean are incorporated herein by reference.
SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On May 23, 2006, the Board of Directors of the Company promoted Rodney L.
Bell to the positions of Chief Financial Officer, Senior Vice President and
Treasurer, effective June 2, 2006. Mr. Bell, who is 44 years old and a Certified
Public Accountant, was appointed to the position of Chief Accounting Officer in
February 2006 and continued to serve as Vice President and Controller, positions
held since October 2000 and February 1995, respectively. Mr. Bell joined the
Company in March 1992 as Assistant Controller after serving as a senior manager
with the accounting firm of Adams and Plucker in Greeneville, Tennessee.
In addition, the Board appointed Michael P. McLean as Vice President and
Controller effective June 2, 2006. Mr. McLean, 33 years of age, is a Certified
Public Accountant who joined the Company as Vice President, Accounting in
February 2006. From February 2003, Mr. McLean was director of financial
reporting at CTI Molecular Imaging, Inc., a publicly-traded medical technology
company. From July 2001 until January 2003, Mr. McLean was an audit manager with
the accounting firm of Coulter & Justis, PC in Knoxville, Tennessee.
Also on May 23, 2006, Andrew C. Clarke submitted his resignation as Chief
Financial Officer, Senior Vice President, Treasurer and a director of the
Company effective June 2, 2006, positions he has held since April 2001.
There are no family relationships between Messrs. Bell or McLean and any
directors or other executive officers of the Company. In addition, there are no
arrangements or understandings between Messrs. Bell or McLean and any other
persons pursuant to which either was appointed to the positions effective June
2, 2006.
There have been no transactions since the beginning of the Company's last
fiscal year, or any currently proposed transaction, or series of similar
transactions, to which the Company was or is to be a party, in which the amount
involved exceeds $60,000 and in which Messrs. Bell or McLean had, or will have,
a direct or indirect material interest.
The press release issued May 23, 2006 announcing the foregoing is attached
as Exhibit 99.2 to this report and is incorporated herein by reference.
The disclosures set forth in Item 1.01 of this Form 8-K relative to Messrs.
Bell and McLean are incorporated herein by reference.
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SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
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99.1 Schedule of Non-Employee Director Compensation effective May 24, 2006.
99.2 Press Release of Forward Air Corporation dated May 23, 2006.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FORWARD AIR CORPORATION
Date: May 23, 2006 By: /s/ Matthew J. Jewell
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Matthew J. Jewell
Senior Vice President, General Counsel
and Secretary
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EXHIBIT INDEX
No. Exhibit
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99.1 Schedule of Non-Employee Director Compensation effective May 24, 2006.
99.2 Press Release of Forward Air Corporation dated May 23, 2006.