DFAN14A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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(Rule 14a-101)
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FORWARD INDUSTRIES, INC.
(Name of Registrant as Specified In Its Charter)
TERENCE BERNARD WISE HOWARD MORGAN MICHAEL LUETKEMEYER ERIC FREITAG SANGITA SHAH N. SCOTT FINE DARRYL KEYS
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On December 15, 2014, Terence Bernard Wise and Howard Morgan, as representatives of the participants named herein (together, “The Forward Thinking Group”) submitted to representatives of Institutional Shareholder Services, Inc. a slide presentation entitled “It’s Time to Move Forward at Forward Industries” (the “Presentation”).  The Forward Thinking Group may also use the Presentation in discussions with shareholders of Forward Industries, Inc.  A copy of the Presentation is filed herewith as Exhibit 99.1.

Also on December 15, 2014, The Forward Thinking Group posted a reference to the Presentation at  www.innisfreema.com/Forward/. A copy of the additional reference is filed herewith as Exhibit 99.2.

EX-99.1

Exhibit 99.1

IT’S TIME TO MOVE
FORWARD AT
FORWARD
INDUSTRIES

A presentation by The Forward Thinking Group

December 2014

Disclaimer

This presentation is provided for discussion and general informational purposes only. It does not have regard
to the specific investment objective, financial situation, suitability or the specific need of any specific person
who may receive this presentation, and should not be taken as advice on the merits of any investment
decision. The views expressed herein represent the opinions of Terence Wise, Howard Morgan, N. Scott Fine,
Eric Freitag, Michael Luetkemeyer, Darryl Keys and Sangita Shah (“The Forward Thinking Group”) and are
based on publicly available information with respect to Forward Industries, Inc. (“Forward” or the “Company”).
Certain financial information and data used herein have been derived or obtained from public filings, including
filings made by the Company with the Securities and Exchange Commission (the “SEC”) and other sources.

The Forward Thinking Group has not sought or obtained consent from any third party to use any statements
or information indicated herein as having been obtained or derived from statements made or published by
third parties. Any such statements or information should not be viewed as indicating the support of such third
party for the views expressed herein. No warranty is made that data or information, whether derived or
obtained from filings made with the SEC or from any third party, are accurate.

Except for the historical information contained herein, the matters addressed in this presentation are forward-
looking statements that involve certain risks and uncertainties. You should be aware that actual results may
differ materially from those contained in the forward-looking statements.

The Forward Thinking Group shall not be responsible or have any liability for any misinformation contained in
any SEC filing, any third party report or this presentation. There is no assurance or guarantee with respect to
the prices at which any securities of the Company will trade, and such securities may not trade at prices that
may be implied herein. The estimates, projections and pro forma information set forth herein are based on
assumptions that The Forward Thinking Group believes to be reasonable, but there can be no assurance or
guarantee that actual results or performance of the Company will not differ, and such difference may be
material.

The Forward Thinking Group reserves the right to change any of its opinions expressed herein at any time as
it deems appropriate. The Forward Thinking Group disclaims any obligation to update the information
contained herein.

This presentation does not recommend the purchase or sale of any security. Under no circumstances is this
presentation to be used or considered as an offer to sell or a solicitation of any offer to buy any security.

2

Agenda

•Who is Terence Bernard Wise?

•The Financial Facts

•Improper Corporate Governance

•Destruction of Forward's Capital Structure

•A Vision for the Future

3

Who is Terence Bernard Wise?

My name is Terence Bernard Wise. I am Forward’s largest shareholder, holding
19.6% of Forward’s common stock, and I have served as a member of Forward’s
Board of Directors since 2012.

When I initially invested in Forward, I was motivated by my more than 35 years’
experience in manufacturing and sourcing in the Far East. I was determined to take
an active role in Forward’s management, and I expected a strong return on my
investment.

However, it has rapidly become clear that Forward’s Board is under the destructive
control of Chairman Frank LaGrange Johnson, who has demonstrated no concern
for Forward’s declining share price and the erosion of shareholder value.

I now find myself increasingly marginalized for asking too many questions about the
mismanagement of the business and the disappearance of corporate funds and
resources.

As a result, I am now appealing directly to Forward’s shareholders to help elect a
slate of independent and highly-qualified nominees to bring the fresh perspective,
objectivity and independence that Forward’s Board currently lacks.

4

THE FINANCIAL FACTS

5

On August 10, 2010, Johnson assumed Forward’s
Chairmanship – he has since handpicked the majority of
Forward’s Board and management team, including four of
the seven current directors and CEO Robert Garrett

Since then, Forward’s Board and management have only
proven wasteful, opaque and entrenched

No efforts to improve shareholder value have been made

Instead, Johnson and his affiliates have undertaken several
deeply troubling related-party transactions aimed at
funneling corporate funds to Johnson and his insiders

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Over 68% loss of share value

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$1.05

8/9/1012/11/14

Stock Price$3.34$1.05

Market Cap$26.6M$8.87M

Enterprise Value$6.73M$2.17M

8

Cash reserves have dropped over 65%

$19.9M

$6.5M

9

Balance sheet value has plunged from
$22.5M to $9.2M

59%

•$7.4M in losses over 2 years from failed retail
operation

•$5.9M in losses over 3 years from OEM business

•Almost $1M in losses over 1 year from
mismanagement of investment portfolio – almost half
the portfolio’s size!

•Administrative fees wasted from twice relocating
Forward’s HQ

•Legal fees wasted on defending multiple actions
against Johnson and affiliates and needless litigation
aimed at undermining the 2014 Annual Meeting

•Consultancy fees wasted on failed M&A strategy

10

Johnson initiatives have been burning
corporate funds

IMPROPER CORPORATE
GOVERNANCE

11

12

COO

Irvine,

California

Forward suffers from a dysfunctional
management team and weak Board

Over the past two months alone, two Johnson affiliates – Tim Gordon and
Owen King – have resigned from the Board and were replaced with lock-step
Johnson supporters

Headquarters

West Palm,

Beach,

Florida

CEO

New

York City

13

Johnson affiliates serve on all standing and special
committees – and are often the only members

14

In August 2012, the Board authorized an ostensibly low-risk
investment portfolio to be managed by Johnson and his
hedge fund, LaGrange Capital Administration

…for a 1% asset-based fee and a 20% performance fee

…Johnson has pursued a reckless strategy of high volume and volatile
short-swing trading, including the purchase and sale of $88,600,000
and $87,300,000 of marketable securities, respectively, in FY 2013

…a strategy so irresponsible the Investment Committee has been
forced to implement multiple rounds of trading restrictions on Johnson

= rampant mismanagement of corporate funds

$970,000 lost to-date – almost half

the size of the portfolio!

$25,000 in management fees in
Johnson’s pocket

15

In June 2013, a special committee of the Board (comprised
of Gordon, King and Chiste) unilaterally designated and
issued 6% senior convertible preferred stock

…without informing or seeking approval from the full Board

…offered only to Johnson insiders

…offered at no premium, despite preferential terms and senior ranking
to common stock

= considerable stockholder dilution

Who participated?

• Grange Johnson

• Robert Neal

• Tim Gordon

• Tim Gordon’s father

• Other Johnson insiders

What are the terms?

• 6% cumulative dividend

• Veto right on common
  stock dividends

• Liquidation payment upon
  change of control in Board
  composition ($1.275M!)

16

In February 2014, Johnson and Garrett concluded a rental
agreement to lease office space in New York from
LaGrange Capital

…without informing or seeking approval from the full Board

…to be used only by Garrett, despite HQ being in Florida

…the initial agreement called for $2,500/month

…just two months later in April, Garrett increased the fee to
$12,700/month with no additional consideration

= disguised compensation

What are the terms?

We don’t know – the lease is a month-to-month
handshake agreement between Garrett and Johnson
that hasn’t been disclosed to the full Board

DESTRUCTION OF
FORWARD’S CAPITAL
STRUCTURE

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Johnson and his affiliates are trying to significantly dilute
Forward’s existing shareholders through another issuance
of convertible preferred stock

•In July 2014, Johnson and his
affiliates filed an application for
the issuance of preferred stock
representing over 20% of
Forward's outstanding stock
using the account of Forward's
CFO without his knowledge or
authority and without Board or
shareholder approval

•After the 11-year veteran CFO
reported the unauthorized filing,
Johnson and his affiliates voted
to fire him, leading to a serious
federal whistleblower lawsuit

•Johnson and his affiliates
pushed through a Board vote
for the issuance of convertible
preferred stock representing
19.9% of Forward’s outstanding
stock two days before the
Annual Meeting December 8,
2014 Record Date

•A New York court has enjoined
the issuance, calling it “an
incumbent board entrenchment
tactic”

19

Johnson and his affiliates have been wasting
corporate funds on a failed M&A strategy

•Forward has spent
upwards of
$150,000 pursuing
an M&A strategy
with zero results

•Johnson has
demanded an
executive position
as “Head of M&A” at
an additional salary
of $300,000/year

FORWARD 10-K
FISCAL 2013 RESULTS

West Palm Beach, Florida

December 12, 2013

“In addition to our organic growth and
diversification efforts,
we are beginning an active search process
to identify potential acquisition targets that
would be complementary to our existing
business and allow us to further leverage
our operating infrastructure. We anticipate
that this search process will be ongoing with
the goal of identifying prospective target
companies that, if acquired, would be accretive
to our organic results”

20

Johnson and his affiliates are pursuing an
acquisition that risks all of Forward’s existing
assets to enter into an entirely different industry

This acquisition would…

…commit Forward to acquire a company in the financial
publishing industry, which has zero synergy with our core
business and no accretive value

…commit Forward to assume over $15,000,000 in debt
financing at an extremely unfavorable interest rate

…pledge all of Forward's existing assets, which would be
forfeited in the likely event of default

…significantly stress the company without subjecting the
transaction to full Board involvement or a shareholder vote

= reckless, self-serving management

A VISION FOR THE
FUTURE

21

Dear Fellow Forward Shareholder,

As a shareholder, you must be wondering how Forward has been reduced to its current dismal
state. I hope that we have been able to convey just how poor and self-serving the conduct of the
Johnson-led Board and management team has been.

As Forward’s largest investor, I want to see this activity halted and the company – with its healthy
core business – return to profit.

My 35 years' experience in manufacturing and sourcing in the Far East, where I own two factories
in mainland China, and my meetings with Forward’s major clients have convinced me that the
business has a very strong and potentially highly profitable future. When I first invested and joined
the Board, I submitted a restructuring plan that streamlined Forward’s sourcing operation in the Far
East, resulting in better quality control and improved supply chains, in addition to improved gross
margins and a reduction in overhead, delivering $2,000,000 to the bottom line. And unlike our
current Chairman and CEO, I have actually gone on the road with senior members of the sales
team and met our clients to discuss their requirements.

I know this industry, I know this business and I know our clients.

If you agree that Forward has the potential to develop into profitable business, then please support
my bid in removing the current Board and electing my new, independent nominees. I have sought
out individuals with the requisite skills, expertise and contacts that Forward so desperately needs
to return shareholder value.

Forward Industries can be turned around, but only with your support.

22

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Our slate of director nominees is comprised of highly-
qualified and truly independent individuals, selected for
critical competencies and new perspectives

We represent a broad spectrum of both public and private
business experience, including executive management and
director positions at NASDAQ-listed companies, in addition
to expertise in the medical device sector

We are committed to rebuilding a Board predicated on the
principles of objectivity, independence and transparency

24

Michael Luetkemeyer

•    Former CFO of TranS1, Inc., a NASDAQ-listed medical device company,
    from April 2007 through March 2010

•    Independent consultant in the areas of strategic planning, financial
    management and infrastructure development

•    Former SVP, CFO and director of Micromuse, Inc., a NASDAQ-listed
    provider of network management software, from October 2001 to May 2006

•    Mr. Luetkemeyer will bring extensive financial and accounting experience to
    the Board

N. Scott Fine

•    Investment banker for over 35 years, having previously worked since 2007
    for Scarsdale Equities LLC

•    Former Vice Chairman and Lead Director of Central European Distribution
    Corporation, a multi-billion dollar alcohol beverage company

•    Advisor for companies such as Research Medical, Derma Sciences, and
    Interleukin Genetics

•    Vice Chairman and Lead Director of CTD Holdings, Inc., a specialty
    biopharmaceutical manufacturing and marketing company

•    Mr. Fine will bring crucially needed experience in corporate finance and
    restructuring and M&A strategy to the Board

25

Eric Freitag

•    Group Director of Product Innovation for R/GA, an international digital
    advertising agency, focusing on brand development and technology

•    Specializes in the healthcare sector with extensive experience working with
    pharmaceutical, medical device and healthcare provider clients

•    Former Global Director of Healthcare Practice and Director of Engineering
    Services at Smart Design, an innovation consulting firm

•    Mr. Freitag will bring crucially needed experience in product design and
    strategic innovation to the Board

Howard Morgan

•    Independent director of Forward since February 2012

•    Managing Director of The Justwise Group Limited, a consumer durable
    products company, since 1997, having previously been employed by
    Justwise in various senior executive roles since 1989

•    Director of Eurofresh, a wholesale distribution company of fresh produce,
    since March 2013

•    Mr. Morgan, a veteran of 25 years' experience dealing with manufacturers
    across the Far East, brings significant business management and
    operational skills and experience to the Board

26

Terence Bernard Wise

•    Served as a director of Forward since February 2012

•    Over 30 years' experience in the furniture, plastics, luggage and accessories
    industries

•    Principal and Chairman of The Justwise Group Limited, which he founded in
    1977, a company that specializes in the procurement of consumer durable
    products from Asia and is an established supplier to a list of major UK multi-
    channel retailers

•    Principal of Forward Industries Asia-Pacific Corporation

•    In addition to his business management skills and extensive knowledge of
    Far Eastern manufacturing, as the owner of two furniture factories in
    mainland China, Mr. Wise also delivers extensive production experience and
    expertise to the Board

Forward’s sourcing arrangement with Terry Wise’s
company, Forward Industries Asia-Pacific
Corporation, has produced the only source of
positive financial growth

FORWARD 10-Q
FIRST QUARTER RESULTS

February 11, 2013

“…we continue to see the underlying strength of our OEM business, as
evidenced by the 13% growth in our top line and the 1.8% improvement in our
gross margin in the 2013 quarter. The higher gross margin primarily reflects
the cost savings achieved through the restructuring of our Asia-based
sourcing and quality assurance operations…we are pleased that our Asia-
based sourcing agent has made meaningful progress in improving the
quality of our products and diversifying our supplier base. We believe
these to be two of the critical components to achieving our goal of
restoring our gross margins to levels seen as recently as fiscal 2010, insofar
as they better position us to negotiate reduced material costs with our suppliers
and manage pricing, quality, and service challenges we face with our
customers."

We intend to:

1) Reinvigorate executive management to work
collaboratively with HQ and implement a focused
business strategy to deliver shareholder value

2) Develop our sales offering to broaden product
categories and custom-made solutions while
implementing a cohesive and global sales strategy

3) Streamline Forward’s operations, prioritizing
efficiency and shareholder transparency

28

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Action Plan: The First 90 Days

10 Days After AGM

•Replace Rob Garrett with interim CEO,
Mike Luetkemeyer

•Appoint new Chairman

•Determine standing committee
membership and appoint directors

•Interim CEO to meet with existing
executive management and global sales
team

•Communicate to employees and
suppliers that Forward is ready to
embrace a directional strategy of
sustained growth

•Hold company-wide meeting to introduce
interim CEO and new Board to outline
short- and long-term goals

•Determine new legal representation and
corporate secretary

20 Days After AGM

•Interim CEO and Audit Committee to meet with
outside auditors

•Interim CEO to meet with key US and overseas
customers

•Interim CEO to communicate short- and medium-
term growth strategies to merchants, vendors and
other key constituents

•Public relations campaign to the broader vendor
community regarding long-term growth strategies and
building core business

•Assessment of customer data, vendor terms and
relationships, personnel skill gaps, technology
infrastructure and operations

•Engagement of executive recruiter to help assess
senior management and identify new executive
management, including appointment of new CFO

•New Board committees to meet to assess
governance, Bylaws, and compensation

•Board discussion regarding potential new after-sales
product division

•Prepare new incentivized sales growth strategy

30

Action Plan: The First 90 Days

40 Days After AGM

•Engagement of executive recruiter to find
permanent CEO

•Board meeting to amend Bylaws based
on input from lawyers and governance
experts to provide for best practices

•Board to adopt new Board compensation
structure to better align incentives, on
advice of executive compensation
consultant

•Work to begin identifying new routes to
market and broadened product categories

•Assessment of customer base and how to
best extend the relationship with major
accounts

•New social media plan to be implemented
to facilitate regular communication with
the customer base

70 Days After AGM

•Complete assessment and transition plans, where
required, of senior management team with executive
recruiter, with an agreed action plan

•Complete assessments on technology, operations
and vendor relationships, with an agreed action plan

•Creation of new and improved Forward website

90 Days After AGM

•Name permanent CEO

•Complete assessment of after-sales project

•Launch public relations and marketing efforts aimed
at attracting new customers

We can return shareholder value with
the skill, expertise and analytical rigor
Forward needs

31

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<< New Management >>

•Forward needs a CEO who actively promotes the business
and develops our client networks

•Shareholders are not being effectively represented by
executives who are based thousands of miles away from
the Florida HQ and remain disengaged from Forward’s
core business and clientele

•We intend to engage talented executives who have the
relevant experience to execute a growth strategy and are
committed to engaging with our customer base and
operating from our HQ

We will perform the necessary evaluation of Forward’s
management to streamline operations and increase
excellence and efficiency

33

<< Broadening the Sales Offering >>

• We intend to further develop our ‘Compliance Solutions’ concept
  to broaden our customer offerings, including providing larger
  customers with technical and compliance assistance

• We intend to consider potential acquisitions that strengthen our
  core business and can be responsibly integrated into our
  business model

• We intend to investigate the possibility of running a retail
  website, which would offer quality diabetic kit cases to the after-
  sales market

• We intend to actively pursue public relations and social media
  campaigns to increase our customer base

Developing our sales offerings will facilitate
communication with new customers and permit
collaborations with existing clients

34

<< Ensuring Operational Excellence >>

• We intend to conduct a full review of Forward’s cost
  structure with an eye towards operating leanly, reducing
  overhead and rationalizing Board pay

• We intend to prioritize establishing responsive and open
  communication practices with shareholders

• We intend to ensure best-in-class shareholder information
  and transparency concerning key performance indicators
  such as mix, segment profitability, customer loyalty and
  vendor concentration

We will aim to reduce costs, expand distribution,
optimize the balance sheet and treat shareholders and
employees with the respect they deserve

Don’t Allow the Value Destruction to Continue

We Urge You to Vote on the GOLD Proxy Card Today

If you have questions or need assistance in voting your shares,

please contact our proxy solicitor:

INNISFREE M&A INCORPORATED

Stockholders call toll-free: (877) 800-5187

Banks and Brokers call collect: (212) 750-5833

35

EX-99.2

Exhibit 99.2

SOLICITATION OF PROXIES

IN CONNECTION WITH THE 

2014 ANNUAL MEETING OF STOCKHOLDERS OF 

FORWARD INDUSTRIES, INC.

Solicitation on behalf of

TERENCE BERNARD WISE

· Definitive Proxy Statement

· Letter to Shareholders dated December 11, 2014

· Shareholder Presentation

If you have any questions, including questions on 

how to submit your proxy, 

or if you need additional copies of our proxy 

materials please contact:

INNISFREE M&A INCORPORATED 

501 MADISON AVENUE, 20TH FLOOR 

NEW YORK, NY 10022 

Stockholders Call Toll-Free at: (888) 750-5834

Banks and Brokers Call Collect at: (212) 750-5833