UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.    )

Filed by the Registrant  x

Filed by a Party other than the Registrant  ¨

Check the appropriate box:

 

¨		Preliminary Proxy Statement
¨		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨		Definitive Proxy Statement
x		Definitive Additional Materials
¨		Soliciting Material Pursuant to §240.14a-12
FORWARD AIR CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x		No fee required.
¨		Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
		(1)		Title of each class of securities to which transaction applies:
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		(3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
		(4)		Proposed maximum aggregate value of transaction:
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¨		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
		(1)		Amount Previously Paid:
		(2)		Form, Schedule or Registration Statement No.:
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		(4)		Date Filed:

 

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EXPLANATORY NOTE

This supplement to Forward Air Corporation’s proxy statement filed with the Securities and Exchange Commission on March 30, 2015 for use at the annual meeting of shareholders on May 12, 2015 (the “Proxy Statement”) is being filed to correct an inadvertent error. As described in detail on pages 17 and 19 of the Proxy Statement, in May 2014 the Compensation Committee approved a 19.8% base salary increase for Matthew J. Jewell and a 21.3% base salary increase for Michael L. Hance in connection with Mr. Jewell’s promotion to Executive Vice President of Intermodal Services and Chief Strategy Officer and Mr. Hance’s promotion to Senior Vice President, Chief Legal Officer and Secretary. However, the impact of those base salary increases was inadvertently omitted in the following places in the Proxy Statement: with respect to Mr. Jewell, on page 28, within the “Summary Compensation Table”, on page 30 within the “Grants of Plan-Based Awards for Fiscal 2014”, and with respect to both Mr. Jewell and Mr. Hance, on page 36 within the table reflecting severance benefits upon an Involuntary Termination.

The revised “Summary Compensation Table” as it pertains to Mr. Jewell is as follows:

 

Name & Principal Position		Year				Salary ($)				Stock Awards(s) ($) (1)				Option Award(s) ($) (2)				Payments Under Non-Equity Incentive Plans ($) (3)				All Other Compensation ($) (4)				Total
Matthew J. Jewell Executive Vice President, Intermodal Services and Chief Strategy Officer			2014				389,211				219,968				109,837				136,856				15,941				871,813

The revised “Grants of Plan-Based Awards for Fiscal 2014” as it pertains to Mr. Jewell is as follows:

 

Estimated Future Payouts Under Non-Equity Incentive Plan Awards

Estimated Future Shares to be Issued Under Equity Incentive Plan Awards (1)

All Other Stock Awards; Numbers of Stock (2), (4)

All Other Option Awards; Numbers of Securities Underlying Options (3), (4)

Exercise or Base Price of Option Awards (5)

Grant Date Fair Value of Stock and Option Awards

Name & Principal Position

Grant Date

Threshold ($)

Target ($)

Maximum ($)

Threshold

Target

Maximum

Matthew J. Jewell

2/6/2014

40,600

203,000

812,000

2/6/2014

1,140

2,280

4,560

109,987

2/6/2014

2,589

109,981

2/6/2014

7,349

42.48

109,837

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The revised table reflecting severance benefits available to Mr. Jewell and Mr. Hance assuming an Involuntary Termination of employment on December 31, 2014 is as follows:

 

Name		Unpaid Annual Incentive (i)				Salary & Incentive (ii)				Healthcare (iii)				Placement Services (iv)				Total Severance
Matthew J. Jewell
Termination without Cause			136,856				406,000				17,641				20,000				580,497
Change of Control			136,856				1,218,000				35,282				20,000				1,410,138
Michael L. Hance
Termination without Cause			111,238				330,000				15,541				20,000				476,779
Change of Control			111,238				990,000				31,082				20,000				1,152,320

Except as specifically revised by the information contained herein, this supplement does not revise or update any of the other information set forth in the Proxy Statement. This supplement should be read in conjunction with the Proxy Statement. From and after the date of this supplement, any references to the “Proxy Statement” are to the Proxy Statement as supplemented hereby.