Nevada
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000-24960
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88-0320154
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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400 Birmingham Hwy., Chattanooga, TN
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37419
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(Address of principal executive offices)
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(Zip Code)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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).
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Emerging growth company
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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.
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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$0.01 Par Value Class A common stock
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CVTI
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The NASDAQ Global Select Market
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Item 5.05
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Amendments to the Registrants Code of Ethics, or Waiver of a Provision of the Code of Ethics.
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1.
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The individuals listed below were elected to serve as directors of the Company until the next annual meeting of stockholders or until their successors are duly elected and qualified:
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Nominee
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For
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Withheld
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Broker
Non-Votes
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William T. Alt
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14,233,944
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4,575,890
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1,193,316
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Robert E. Bosworth
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18,105,491
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704,343
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1,193,316
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Bradley A. Moline
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17,191,128
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1,618,706
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1,193,316
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David R. Parker
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18,399,720
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410,114
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1,193,316
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Herbert J. Schmidt
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18,261,015
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548,819
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1,193,316
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W. Miller Welborn
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18,502,874
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306,960
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1,193,316
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2.
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The compensation of the Company’s named executive officers was approved, on an advisory and non-binding basis, as follows:
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Votes For
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Votes Against
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Abstentions
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Broker
Non-Votes
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18,081,244
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717,742
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10,848
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1,193,316
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3.
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The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019, was ratified as follows:
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Votes For
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Votes Against
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Abstentions
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Broker
Non-Votes
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19,811,170
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171,198
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20,782
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--
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4.
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The amendment to the Company’s amended and restated articles of incorporation to increase the number of authorized shares of Class A common stock was approved by (i) the affirmative vote of a majority of the voting power of the Class A stockholders and the Class B stockholders voting together as a single class and (ii) the affirmative vote of a majority of the voting power of the Class A stockholders voting as a separate class, as follows:
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Votes For
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Votes Against
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Abstentions
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Broker
Non-Votes
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19,334,322
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650,556
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18,272
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--
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Votes For
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Votes Against
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Abstentions
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Broker
Non-Votes
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14,634,322
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650,556
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18,272
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--
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5.
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The First Amendment was approved, as follows:
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Votes For
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Votes Against
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Abstentions
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Broker
Non-Votes
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18,437,978
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355,562
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16,294
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1,193,316
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COVENANT TRANSPORTATION GROUP, INC.
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Date: May 14, 2019
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By:
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/s/ Richard B. Cribbs |
Richard B. Cribbs
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Executive Vice President and Chief Financial Officer
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