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CLEVELAND - A majority of unaffiliated shareholders at Forward Air Corporation (NASDAQ:FWRD) voted against the reelection of Chairman George Mayes, Jr. and directors Javier Polit and Laurie Tucker at the company’s 2025 Annual Meeting, according to a statement from Ancora Holdings Group, LLC. The transportation company, currently valued at $592.64 million, has faced significant challenges, with InvestingPro data showing a concerning 41.85% decline in share price over the past six months.
Ancora, a significant shareholder in the transportation and logistics company, characterized the vote as a "clear mandate" for Forward Air to "expeditiously complete a credible strategic review that leads to a sale at a meaningful premium." According to InvestingPro analysis, the company operates with a significant debt burden, reflected in its high debt-to-equity ratio of 13.92, while maintaining negative earnings with a basic EPS of -$27.60.
The investment firm noted that without the approximately 30% of shares "legally committed to vote for the incumbent Board," the three directors would have "lost in a landslide." This outcome, according to Ancora, reflects substantial shareholder concern about the Board’s strategic review process.
"We believe the resignations of these legacy directors will empower the Board to carry out a thorough assessment of value-maximizing opportunities," Ancora stated in the press release.
The shareholder vote comes amid ongoing pressure from Ancora, which has been pushing for changes at Forward Air following what it describes as a "track record of value destruction" under the current leadership.
Forward Air, which provides ground transportation and logistics services, has not yet issued its own statement regarding the voting results or its plans following the shareholder meeting.
The voting results signal growing shareholder dissatisfaction with Forward Air’s current direction and governance structure, potentially setting the stage for significant changes in the company’s leadership and strategic direction. InvestingPro subscribers can access detailed analysis of Forward Air’s financial health, which currently shows a weak overall score of 1.57, along with 8 additional key insights about the company’s performance and prospects.
In other recent news, Forward Air Corporation reported its first-quarter 2025 adjusted EBITDA, which exceeded both the pre-release estimate range and prior consensus, driven by improved margins in its Expedited Freight and Intermodal segments. Despite the positive earnings report, Stifel analysts adjusted the company’s stock target to $21, down from $22, while maintaining a Hold rating, citing concerns over Omni’s adjusted Operating Ratio. Forward Air aims to double its revenue to $5 billion within five years, focusing on strategic pricing and commercial integration. Meanwhile, shareholder dynamics have been active, with Lakeview Investment Group & Trading Company and Irenic Capital Management expressing dissatisfaction with some legacy directors. Both firms are advocating for a strategic review, including a potential sale of the company, which they believe could benefit shareholders. This sentiment is echoed by Ancora Holdings Group, which supports recommendations from proxy advisory firms Glass Lewis & Co. and ISS to vote against the reelection of certain directors. Forward Air has yet to publicly respond to these shareholder actions. Additionally, the company announced a reduction in its Board of Directors following the 2025 Annual Meeting, with Jerome Lorrain appointed as Executive Chairman. Shareholders also approved several proposals, including the reincorporation from Tennessee to Delaware.
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