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): April 19, 2005
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 (I.R.S. Employer
of incorporation) File Number) 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 5. CORPORATE GOVERNANCE AND MANAGEMENT.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On April 19, 2005, Robert K. Gray and Scott M. Niswonger each advised the
Company that he would not stand for reelection to the Company's Board of
Directors at the Annual Meeting of Shareholders to be held on May 26, 2005. Mr.
Gray has been a director of the Company since 1993. Mr. Niswonger has been a
director of the Company since 1981. The decisions of Mr. Gray and Mr. Niswonger
not to stand for reelection did not result from any disagreement with the
Company on any matter relating to the Company's operations, policies or
practices. The Company is continuing its search for additional independent
non-employee directors.
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits. The following exhibit is being furnished as part of this
Report.
Exhibit
Number Description
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99.1 Press Release of Forward Air Corporation dated April
19, 2005.
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: April 19, 2005 By: /s/ Andrew C. Clarke
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Andrew C. Clarke
Chief Financial Officer
and Senior Vice President
EXHIBIT INDEX
No. Exhibit
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99.1 Press Release of Forward Air Corporation dated April 19, 2005.