Current Report Filing (8-k)

0000912728falsefalsefalsefalsefalse00009127282022-07-272022-07-27

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): July 27, 2022

FORWARD AIR CORPORATION

(Exact name of registrant as specified in its charter)

TN

62-1120025

(State or other jurisdiction of incorporation)

(I.R.S. Employer Identification No.)

1915 Snapps Ferry Road

Building N

Greeneville

TN

37745

(Address of principal executive offices)

(Zip Code)

000-22490
(Commission File Number)

Registrant's telephone number, including area code: [phone]

Not Applicable
(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

FWRD

NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

---

SECTION 2.  FINANCIAL INFORMATION.

 

Item 2.02.  Results of Operations and Financial Condition.

 

Attached as Exhibit 99.1 and incorporated herein by reference is a copy of a press release, dated July 27, 2022, announcing the financial results of Forward Air Corporation (the “Company”) for the three and six months ended June 30, 2022.

The information in this Item 2.02, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

SECTION 8. OTHER EVENTS.

Item 8.01. Other Events.

The Company’s Board of Directors has declared a quarterly cash dividend of $0.24 per share of common stock. The dividend is payable to the Company’s shareholders of record at the close of business on August 18, 2022, and is expected to be paid on September 8, 2022.

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.						Exhibit
99.1						Press Release of Forward Air Corporation, dated July 27, 2022
104						Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document)

---

  SIGNATURE

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: July 27, 2022						By:			/s/ Thomas Schmitt
									Thomas Schmitt President and Chief Executive Officer