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):
April 6, 2020
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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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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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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 that 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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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 April 6, 2020, the Compensation Committee of the Board of Directors (the “Committee”) of Covenant Transportation Group, Inc. (the “Company”) approved certain compensation reductions for
the Company’s named executive officers and the Company’s Board of Directors as described below in light of the uncertain impact of COVID-19 on the Company’s operations.
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Salary Reductions for the Company’s Named Executive Officers
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The Committee approved the following annualized base salary reductions for the Company’s named executive officers, effective April 6, 2020:
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Named Executive Officer
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Prior Annualized Salary
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Reduced Annualized Salary
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% Reduction
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David Parker
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$675,000
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$573,750
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15%
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Richard Cribbs
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$335,000
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$301,500
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10%
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Joey Hogan
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$475,000
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$403,750
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15%
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John Tweed
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$370,000
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$333,000
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10%
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Ryan Rogers
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$270,000
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$243,000
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10%
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Compensation Reductions for the Company’s Board of Directors
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The Committee also approved a 15% reduction in each of the quarterly cash retainer, quarterly committee chairperson fees, and quarterly committee member fees that the Company pays to its
Board of Directors effective April 1, 2020.
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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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(Registrant)
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Date: April 6, 2020
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By:
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/s/ Richard B. Cribbs
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Richard B. Cribbs
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Executive Vice President and Chief Financial Officer
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