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)
|
[ ]
|
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))
|
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 8.01
|
Other Events
|
|
The Board of Directors, (the “Board”), of Covenant Transportation Group, Inc. (the “Company, “we,” “us,” and “our”), announced adoption of the following policies, consistent with the Board’s focus on sound corporate governance principles:
|
||
·
|
Majority vote | |
· | Overboarding | |
·
|
Stock ownership | |
·
|
Anti-hedging and anti-pledging | |
·
|
Lead independent director | |
Pursuant to the majority vote policy, in the event that a director does not receive support from holders of a majority of shares voted in an uncontested election of directors, they must tender their resignation to the Nominating and Corporate Governance Committee (the “Committee”). The Committee will promptly consider the tendered resignation and will recommend to the Board whether to accept the tendered resignation or take some other action. | ||
Pursuant to the overboarding policy, our Chief Executive Officer is prohibited from serving on more than three public company boards, including the Board, and our other board members are prohibited from serving on more than five public company boards, including the Board. | ||
Pursuant to the stock ownership policy, each of our Chief Executive Officer, President, and Chief Financial Officer are required to build certain stock ownership over time (10 times base annual salary for our Chief Executive Officer and 1 times base annual salary for each of our President and our Chief Financial Officer). These requirements are currently met by each of our Chief Executive Officer, President, and Chief Financial Officer. The stock ownership guidelines set forth the Board’s expectation that the specified executive officers will continuously own Company stock with a value equal to a specified multiple of annual base salary. The Company previously had stock ownership guidelines for directors in place ($100,000 currently representing 4 times annual cash compensation). | ||
Pursuant to the anti-hedging and anti-pledging policy, our Chief Executive Officer, President, and Chief Financial Officer are prohibited from hedging our Class A and Class B common stock (including, but not limited to, short-selling, options, puts and calls, as well as derivatives such as swaps, forwards, and futures), pledging our stock as collateral for a loan, or purchasing our stock on margin. | ||
Pursuant to the Board’s appointment of a lead independent director (“LID”), the LID was designated to (i) preside at all meetings of the Board at which the Chairman of the Board is not present, including executive sessions of the independent directors, (ii) serve as liaison between the Chairman of the Board and the independent directors, (iii) provide input on meeting agendas for the Board, (iv) approve Board meeting schedules to assure that there is sufficient time for discussion of all agenda items, (v) have the authority to call meetings of the independent directors, and (vi) if requested by major stockholders, ensure that he or she is available for consultation and direct communication. |
Item 9.01
|
Financial Statements and Exhibits.
|
|
(d)
|
Exhibits.
|
|
EXHIBIT
NUMBER
|
EXHIBIT DESCRIPTION
|
|
Covenant Transportation Group, Inc. Majority Vote Policy
|
||
Covenant Transportation Group, Inc. Overboarding Policy
|
||
99.3 | Covenant Transportation Group, Inc. Executive Stock Ownership, Retention, and Anti-Hedging and Anti-Pledging Policy | |
99.4 | Covenant Transportation Group, Inc. Lead Independent Director Policy | |
COVENANT TRANSPORTATION GROUP, INC.
|
||
Date: March 12, 2018
|
By:
|
/s/ Richard B. Cribbs
|
Richard B. Cribbs
|
||
Executive Vice President and Chief Financial Officer
|
EXHIBIT
NUMBER
|
EXHIBIT DESCRIPTION
|
|
Covenant Transportation Group, Inc. Majority Vote Policy
|
Covenant Transportation Group, Inc. Overboarding Policy
|
|
Covenant Transportation Group, Inc. Executive Stock Ownership, Retention, and Anti-Hedging and Anti-Pledging Policy
|
|
Covenant Transportation Group, Inc. Lead Independent Director Policy
|
CEO
|
10 times base annual salary
|
|
|
President
|
1 times base annual salary
|
|
|
CFO
|
1 times base annual salary
|
·
|
The Covered Individual’s base annual salary, as applicable, by
|
·
|
The average of the month-end closing prices of the Company’s Class A and Class B common stock for the prior 12 months.
|
·
|
Shares owned by the Covered Individual;
|
·
|
Shares owned jointly by the Covered Individual and spouse;
|
·
|
Shares held in a trust established by the Covered Individual for the benefit of the Covered Individual and/or family members;
|
·
|
Shares equal to the number of vested but deferred restricted stock credited to the Covered Individual under any arrangement maintained by the Company; and
|
·
|
Shares credited to the Covered Individual’s 401(k) plan account.
|
·
|
Shares received on vesting or earn-out of restricted stock/restricted stock units/performance shares, net of Shares for Taxes; and
|
·
|
Shares received on exercise of stock options, net of shares tendered or withheld for payment of exercise price and Shares for Taxes
|
·
|
The amount of taxes on the income realized by the Covered Individual on the vesting, earn out, or exercise date, calculated using maximum marginal tax rates, divided by
|
·
|
The closing price of the Company’s Class A common stock on the vesting, earn-out, or exercise date.
|