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Ancora Holdings and ISS proxy advisors support each other in the fight against Forward Air

Institutional Shareholder Services has lent their support to Ancora Holdings in its campaign to remove three long-serving Forward Air directors. The proxy advisory firm has urged investors to refrain from voting on the reappointment of the trio.

Ancora's activist investor campaign, which has lasted for nearly a year, to sell Forward Air, is given a major boost by the recommendation of a report issued by ISS. This will influence how money managers, such as BlackRock, Vanguard, and others, vote at Forward Air’s annual shareholder meeting on June 11.

The ISS report reviewed by Sunday comes less than a month after Ancora (which owns approximately 4% of Forward Air) launched a campaign to "withhold votes" to force Chairman George Mayes out and two other for their roles in a unpopular acquisition and accelerate a sales.

This month, eleven directors will be voting.

ISS advised shareholders to vote for the other nominees of the company and not Mayes (Javier Polit) and Tucker (Laurie).

A company policy may require a director's resignation if he or she receives less than 50% support from shareholders in a vote.

Forward Air's representative did not respond immediately to a comment request.

Ancora targets the trio because they supported Forward Air's purchase of Omni Logistics by Forward Air in January 2024. This acquisition was made without shareholder consent.

The ISS report stated that "in light of the urgent need for a well run strategic review process coupled with governance failures relating to the value-destructive Omni purchase, there is a strong case for change." Withholding votes "should send a clear message to the board about the expectations of shareholders for a timely and thorough process".

Ancora, Irenic Capital, and Alta Fox Capital Management investors have all urged Forward Air conduct a review of its strategic direction and to consider selling to a strategic buyer. The freight forwarder announced in January 2025 that it would be conducting a strategic review.

In a joint statement, Ancora CEO Fred DiSanto, and Ancora Alternatives president James Chadwick stated that the ISS report should "serve as a warning to the Board" about the importance of completing a thorough yet expeditious process to maximize the value of a sale to any one or more interested parties in acquiring Forward Air.

Forward Air's stock price has fallen from $121 at the end of 2021, to $16.78 today, largely due to the Omni purchase bringing with it increased debt and no promised cost savings, as well as investor loss of confidence. (Reporting and editing by Christopher Cushing; Svea Herbst Bayliss)

(source: Reuters)