1. Irenic Capital plans to vote against certain legacy FWRD board members. 2. Irenic supports Ancora's decision to withhold support for legacy directors. 3. Legacy directors circumvented shareholder voting on the Omni Logistics acquisition. 4. Their actions undermined shareholder governance legitimacy. 5. Irenic believes these directors shouldn't retain governance roles.
Resistant board governance can deter investor confidence, impacting share price negatively. Historical cases, like with Brinker International, showed investor sentiment declining amid board disputes.
The governance issues raised by Irenic could indicate deeper operational or strategic concerns, making this a critical issue for FWRD’s valuation.
Ongoing governance disputes can have prolonged effects on company valuation and shareholder trust, similar to the prolonged impact seen at Carvana post-board conflicts.
NEW YORK--(BUSINESS WIRE)-- Irenic Capital Management, LP (collectively with its affiliates, “Irenic” or “we”) today issued the below statement regarding Forward Air Corporation (NASDAQ: FWRD) (“Forward Air” or the “Company”). Irenic intends to vote against certain legacy members of Forward Air’s Board of Directors (the “Board”) at the 2025 Annual Meeting of Shareholders (“Annual Meeting”).
"Based on Irenic’s independent analysis, we agree with Ancora Holdings Group’s decision to withhold support for certain legacy directors at Forward Air’s Annual Meeting. Forward Air’s legacy directors circumvented the requirement to give shareholders a vote on the acquisition of Omni Logistics LLC in 2023. The Legacy Forward Air Board’s maneuvers undermined the shareholder franchise on which the legitimacy of Board-led governance rests. While we respect these three directors as individuals, Forward Air’s legacy directors, who usurped authority that properly belongs to shareholders, should have no role in the Company’s governance today."
About Irenic
Irenic Capital Management, LP is an investment management firm founded by Adam Katz and Andy Dodge. Based in New York City, Irenic works collaboratively with publicly traded companies to ensure operating activities, capital deployment and management incentives are all aligned to create value for the company and its owners. For more information about Irenic, please visit www.irenicmgmt.com.