8-K 1 form8k.htm FORM 8-K (2019 COMPENSATION CHANGES)



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________________________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
July 8, 2019
___________________________________________________________________
COVENANT TRANSPORTATION GROUP, INC.
(Exact name of registrant as specified in its charter)

Nevada
000-24960
88-0320154
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
  Identification No.)

400 Birmingham Hwy., Chattanooga, TN
37419
(Address of principal executive offices)
(Zip Code)

(423) 821-1212
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
[   ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
[   ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
[   ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
   
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
$0.01 Par Value Class A common stock
CVTI
The NASDAQ Global Select Market
     
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).
   
[   ]
Emerging growth company
   
[   ]
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.


  Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On July 8, 2019, the Compensation Committee of the Board of Directors (the “Committee”) of Covenant Transportation Group, Inc. (the “Company”) approved certain compensation changes for the Company’s named executive officers as described below.

Restricted Stock Grants

The Committee approved grants of restricted stock to the Company’s named executive officers. The grants vest (A) 50% upon the Company’s attainment of certain earnings per share thresholds for fiscal 2020, (B) 25% on December 31, 2021, subject to continuous employment by the Company or the Company’s subsidiaries through such date or an eligible retirement, and (C) 25% on December 31, 2022, subject to continuous employment by the Company or the Company’s subsidiaries through such date or an eligible retirement.

The following table sets forth the grants to the Company’s named executive officers:

Named Executive Officer
Shares of Restricted Stock
David R. Parker
 30,822
Joey B. Hogan
 24,829
Richard B. Cribbs
 13,356
T. Ryan Rogers
 8,562
John A. Tweed
 13,699

Salary Increase

The Committee also approved the following new annualized base salary amounts for certain of the Company’s named executive officers, effective July 1, 2019:

Named Executive Officer
New Annualized Salary
Richard B. Cribbs
$335,000
John A. Tweed
$370,000


 


SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

   
COVENANT TRANSPORTATION GROUP, INC.
     
     
Date: July 10, 2019
By:
/s/ Richard B. Cribbs
   
Richard B. Cribbs
Executive Vice President and Chief Financial Officer