FORWARD AIR CORPORATION 8-K
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 24, 2007 (May 22,
2007)
FORWARD
AIR CORPORATION
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(Exact
name of registrant as specified in its
charter)
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Tennessee
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000-22490
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62-1120025
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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430
Airport Road
Greeneville,
Tennessee
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37745
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(Address
of principal executive offices)
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(Zip
Code)
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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)
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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:
o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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SECTION
5. CORPORATE GOVERNANCE AND MANAGEMENT.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers;
Compensatory
Arrangements of Certain Officers.
The
Board
of Directors of the Company appointed Gary L. Paxton to its Board of Directors,
effective May 23, 2007. Mr. Paxton was not appointed to serve on a Committee
of
the Board of Directors.
There
are
no arrangements or understandings between Mr. Paxton and any other persons
pursuant to which Mr. Paxton 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 Mr.
Paxton had, or will have, a direct or indirect material interest.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Effective
May 22, 2007, the Board of Directors of the Company approved amendments to
the
Company’s Bylaws. The amendments provide for the election of a Lead Independent
Director in the event that an employee of the Company is elected as Chairman
of
the Board. In addition, the amendments provide for the issuance by the Company
of uncertificated shares.
The
foregoing summary of the amendments to the Bylaws is qualified in its entirety
by reference to the text of the Amended and Restated Bylaws, which is included
as Exhibit 3.1 to the Current Report on Form 8-K and is incorporated herein
by
reference.
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 Report.
No.
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Exhibit
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3.1
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Amended
and Restated Bylaws
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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.
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FORWARD
AIR CORPORATION
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Date: May
24, 2007 |
By: |
/s/ Matthew
J. Jewell |
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Matthew
J. Jewell |
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Senior
Vice President, General Counsel and
Secretary
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EXHIBIT
INDEX
No.
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Exhibit
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3.1
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Amended
and Restated Bylaws
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