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ISS supports Ancora campaign to remove three legacy

directors

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Advisory firm says withholding votes would send signal to

board

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Eleven directors are on ballot at Forward Air's ( FWRD ) June 11

meeting

By Svea Herbst-Bayliss

NEW YORK, June 1 (Reuters) - Institutional Shareholder

Services (ISS) has lent its support to Ancora Holdings' campaign

to unseat three long-serving directors at Forward Air ( FWRD ),

with the proxy advisory firm urging investors to withhold votes

on the trio's reappointment.

The recommendation in a report from ISS, which will guide

how money managers such as BlackRock ( BLK ) and Vanguard vote

at Forward Air's ( FWRD ) June 11 annual shareholder meeting, represents

a significant boost for Ancora in the activist investor's near

year-long campaign to have the freight forwarder sell itself.

The ISS report, reviewed by Reuters on Sunday, comes less

than one month after Ancora, which owns roughly 4% of Forward

Air ( FWRD ), launched a "withhold the vote" campaign to force out

Chairman George Mayes and two others for their roles in an

unpopular acquisition and to accelerate a sale.

Eleven directors are on the ballot at this month's meeting.

"Shareholders are recommended to withhold votes from Mayes,

(Javier) Polit, and (Laurie) Tucker, and vote for the remaining

company nominees," ISS wrote.

Company policy requires a director to resign if they receive

less than 50.1% support in a shareholder vote.

A representative for Forward Air ( FWRD ) did not immediately respond

to a request for comment.

Ancora is targeting the trio due to their support for

Forward Air's ( FWRD ) acquisition of Omni Logistics in January 2024,

which was completed without seeking shareholder consent, as well

as what the activist firm in an earlier letter called "slow

walking" a process to find itself a buyer.

"In light of the urgency for a well-run strategic review

process, coupled with the governance failures related to the

value-destructive Omni acquisition, there is a case for change,"

ISS wrote. By withholding votes, the result "should serve as a

signal to the board that shareholders expect a genuine, timely,

and thorough process."

Ancora as well as investors Irenic Capital and Alta Fox

Capital Management have each urged Forward Air ( FWRD ) to conduct a

strategic review and consider selling itself to a strategic

buyer or a private equity firm. In January 2025, the freight

forwarder said it was proceeding with such a review.

The ISS report "should serve as a wake-up call to the Board

about the need to complete an expeditious, yet thorough, process

that results in a value-maximizing sale to one of the many

suitors interested in acquiring Forward Air ( FWRD )," Ancora CEO Fred

DiSanto and Ancora Alternatives President James Chadwick said in

a statement.

Forward Air ( FWRD ), valued at roughly $510 million, has seen its

stock price tumble from a high of $121 in late 2021 to $16.78 on

Friday, in part due to the Omni acquisition bringing increased

debt without promised cost savings as well as a loss of investor

confidence.