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):
May 29, 2013
___________________________________________________________________
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))
|
|
Item 5.02
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
|
On Wednesday, May 29, 2013, the Compensation Committee of the Board of Directors of Covenant Transportation Group, Inc., a Nevada corporation (the “Company”), approved grants of restricted stock to the named executive officers of the Company. The grants vest (A) 50% at December 31, 2016, subject to continuous employment through such date ("Time-Vesting Shares"), (B) one-half of the non-Time-Vesting Shares upon attainment of a 1.8% or higher net income margin percentage for fiscal year 2014, and (C) all remaining unvested non-Time-Vesting Shares upon attainment of a 2.3% or higher net income margin percentage for fiscal year 2015.
|
|
|
Named Executive Officer
|
Shares of Restricted Stock
|
|
David R. Parker
|
15,000
|
|
Joey B. Hogan
|
12,500
|
|
Tony Smith
|
12,500
|
|
R.H. Lovin, Jr.
|
10,000
|
|
Richard B. Cribbs
|
10,000
|
|
Item 5.07
|
Submission of Matters to a Vote of Security Holders.
|
|
The Annual Meeting of Stockholders of the Company was held on Wednesday, May 29, 2013. Four proposals were voted upon at the Annual Meeting. The proposals are described in detail in the Company’s proxy statement filed with the U.S. Securities and Exchange Commission on April 19, 2013. The final results for the votes regarding each proposal are set forth below.
|
|
|
1.
|
The voting tabulation on the election of directors was as follows:
|
|
Nominee
|
For
|
Withheld
|
Broker
Non-Votes
|
|
William T. Alt
|
10,351,349
|
401,744
|
1,116,647
|
|
Robert E. Bosworth
|
10,434,244
|
318,849
|
1,116,647
|
|
Bradley A. Moline
|
10,444,869
|
308,224
|
1,116,647
|
|
Niel B. Nielson
|
10,444,468
|
308,625
|
1,116,647
|
|
David R. Parker
|
10,436,038
|
317,055
|
1,116,647
|
|
2.
|
The amendment to the Second Amended and Restated 2006 Omnibus Incentive Plan was approved as follows:
|
|
Votes For
|
Votes Against
|
Abstentions
|
Broker
Non-Votes
|
|
10,578,341
|
169,054
|
5,698
|
1,116,647
|
|
3.
|
The renewal of the material terms of the performance-based goals under the Second Amended and Restated 2006 Omnibus Incentive Plan was approved as follows:
|
|
Votes For
|
Votes Against
|
Abstentions
|
Broker
Non-Votes
|
|
10,512,517
|
86,498
|
154,078
|
1,116,647
|
|
4.
|
The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013, was ratified as follows:
|
|
Votes For
|
Votes Against
|
Abstentions
|
Broker
Non-Votes
|
|
11,681,840
|
24,898
|
163,002
|
0
|
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: May 31, 2013
|
By:
|
/s/ Richard B. Cribbs
|
|
Richard B. Cribbs
Senior Vice President and Chief Financial Officer
|