UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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):
August 22, 2012
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COVENANT TRANSPORTATION GROUP, INC.
(Exact name of registrant as specified in its charter)
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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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(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:
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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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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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On Wednesday, August 22, 2012, the Compensation Committee of the Board of Directors of Covenant Transportation Group, Inc., a Nevada corporation (the “Company”), made certain compensation changes as described below.
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Salary Increase
The Compensation Committee approved salary increases for the following named executive officers:
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Named Executive Officer
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New Annualized Salary
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Richard B. Cribbs
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$185,000
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R.H. Lovin, Jr.
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$185,000
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The Company’s remaining named executive officers did not receive salary increases.
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Resticted Stock Grants
The Compensation Committee also approved restricted stock grants to the named executive officers of the Company. The grants vest (A) 50% at December 31, 2015, subject to continuous employment through such date ("Time-Vesting Shares"), (B) one-half of the non-Time-Vesting Shares upon attainment of a 1.3% or higher net income margin percentage for fiscal 2013, and (C) all remaining unvested non-Time-Vesting Shares upon attainment of a 1.8% or higher net income margin percentage for fiscal 2014.
The following table sets forth the grants to the named executive officers:
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Named Executive Officer
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Shares of Restricted Stock
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David R. Parker
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20,000
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Joey B. Hogan
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20,000
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Tony Smith
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20,000
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R.H. Lovin, Jr.
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16,389
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Richard B. Cribbs
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10,000
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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.
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COVENANT TRANSPORTATION GROUP, INC.
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Date: August 24, 2012
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By:
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/s/ Richard B. Cribbs
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Richard B. Cribbs
Senior Vice President and Chief Financial Officer
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