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):
February 16, 2006 (February 12, 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.
On February 12, 2006, the Compensation Committee (the "Committee") of the
Board of Directors of Forward Air Corporation (the "Company") authorized the
payment of annual incentive bonus awards to each of the Company's executive
officers for the fiscal year ended December 31, 2005. The annual incentive
awards were made pursuant to and consistent with the Company's executive
compensation philosophy. The award amounts were based upon the Company's
performance during 2005, as well as individual management performance.
The Committee awarded fiscal year 2005 bonuses as follows:
Name and Position Annual Incentive Award
Bruce A. Campbell $150,000
President and Chief Executive Officer
Andrew C. Clarke $109,750
Chief Financial Officer, Senior Vice President and
Treasurer
Matthew J. Jewell $87,400
Senior Vice President, General Counsel and Secretary
Craig A. Drum $87,400
Senior Vice President, Sales
Chris C. Ruble $87,400
Senior Vice President, Operations
Rodney L. Bell $87,400
Vice President and Controller
The Committee also awarded time-based restricted stock to each of the
Company's executive officers 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 February 12, 2007 and fully vesting on February 12,
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 restricted stock awarded to each executive officer is as follows:
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Name and Position Restricted Stock Award
Bruce A. Campbell 15,080
President and Chief Executive Officer
Andrew C. Clarke 12,000
Chief Financial Officer, Senior Vice President and
Treasurer
Matthew J. Jewell 11,000
Senior Vice President, General Counsel and Secretary
Craig A. Drum 10,000
Senior Vice President, Sales
Chris C. Ruble 10,500
Senior Vice President, Operations
Rodney L. Bell 10,000
Vice President and Controller
In addition, on February 12, 2006, the Committee established fiscal 2006
base salaries for the Company's executive officers. The Committee annually
evaluates the performance and determines the compensation of the Company's
officers based on the Committee's assessment of the individual performance of
the executive officers, their achievement of corporate goals and compensation at
comparable companies. The 2006 base salaries for the executive officers are as
follows:
Name and Position Base Salary
Bruce A. Campbell $400,000 minimum
President and Chief Executive Officer (Mr. Campbell's fiscal
2006 salary was
previously disclosed in
a Report on Form 8-K
filed with the
Securities and Exchange
Commission on January
26, 2006.)
Andrew C. Clarke $260,000
Chief Financial Officer, Senior Vice President and
Treasurer
Matthew J. Jewell $240,000
Senior Vice President, General Counsel and Secretary
Craig A. Drum $210,000
Senior Vice President, Sales
Chris C. Ruble $225,000
Senior Vice President, Operations
Rodney L. Bell $210,000
Vice President and Controller
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The information in this report may contain "forward-looking statements," as
defined in Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Forward-looking
statements are statements other than historical information or statements of
current condition and relate to future events or our future financial
performance. Some forward-looking statements may be identified by use of such
terms as "believes," "anticipates," "intends," "plans," "estimates," "projects"
or "expects." Such forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause our actual results, performance
or achievements to be materially different from any future results, performance
or achievements expressed or implied by such forward-looking statements. The
following is a list of factors, among others, that could cause actual results to
differ materially from those contemplated by the forward-looking statements:
economic factors such as recessions, inflation, higher interest rates and
downturns in customer business cycles, our inability to maintain our historical
growth rate because of a decreased volume of freight moving through our network
or decreased average revenue per pound of freight moving through our network,
increasing competition and pricing pressure, surplus inventories, loss of a
major customer, the creditworthiness of our customers and their ability to pay
for services rendered, our ability to secure terminal facilities in desirable
locations at reasonable rates, the inability of our information systems to
handle an increased volume of freight moving through our network, changes in
fuel prices, claims for property damage, personal injuries or workers'
compensation, employment matters including rising health care costs, enforcement
of and changes in governmental regulations, environmental and tax matters, the
handling of hazardous materials, the availability and compensation of qualified
independent owner-operators and freight handlers needed to serve our
transportation needs and our inability to successfully integrate acquisitions.
As a result of the foregoing, no assurance can be given as to future financial
condition, cash flows or results of operations. We undertake no obligation to
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
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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: February 16, 2006 By: /s/ Matthew J. Jewell
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Matthew J. Jewell
Senior Vice President, General Counsel and
Secretary
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