Proxy advisor Glass Lewis backs Ancora in Forward Air fight, echoes ISS report

By Svea Herbst-Bayliss

NEW YORK, June 2 (Reuters) - Glass Lewis on Monday backed Ancora Holdings' campaign to remove three long-serving directors at Forward Air FWRD.O, becoming the second proxy advisory firm to urge investors to withhold votes on the trio's upcoming election.

The Glass Lewis recommendation, seen by Reuters, comes hours after Institutional Shareholder Services, another prominent advisory firm, urged investors to withhold votes from the three targeted directors.

Together the reports, which will guide how money managers such as BlackRock BLK.N and Vanguard will vote at Forward Air's June 11 annual shareholder meeting, offer considerable support to activist Ancora's campaign to have the freight forwarder sell itself.

"The specific elements underpinning Ancora’s current campaign — the bulk of which we do not believe are meaningfully blunted by the board's limited response — establish persuasive cause for investors to take direct action at this time," Glass Lewis wrote.

Ancora, which owns roughly 4% of Forward Air, launched a "withhold the vote" campaign to force out Chairman George Mayes and directors Javier Polit and Laurie Tucker for their roles in an unpopular acquisition and to accelerate a sale. It wants the company to sell itself, and in January 2025 Forward Air said it was proceeding with such a review.

Company policy requires a director to resign if they receive less than 50.1% support in a shareholder vote.

Eleven directors are on the ballot.

Forward Air called the board "highly qualified and actively engaged" and said "removing approximately 30% of the board at this time is unnecessary and would be destabilizing to the company and the process."

Ancora said on Sunday the ISS recommendation should serve as a "wake-up call" that investors want to see a sale.

Forward Air, valued at roughly $503 million, has seen its stock price tumble from a high of $121 in late 2021 to $16.56 on Monday, partly because the 2024 Omni Logistics acquisition added debt without promised cost savings as well as a loss of investor confidence.