8-K

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):

November 16, 2017

___________________________________________________________________

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))
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
	99.1	Covenant Transportation Group, Inc. Majority Vote Policy
	99.2	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

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: March 12, 2018	By:	/s/ Richard B. Cribbs
		Richard B. Cribbs
		Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

EXHIBIT NUMBER	EXHIBIT DESCRIPTION
99.1	Covenant Transportation Group, Inc. Majority Vote Policy
99.2	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

EX-99.1

Exhibit 99.1

COVENANT TRANSPORTATION GROUP, INC.

Majority Vote Policy

Purpose. The purpose of this Covenant Transportation Group, Inc. (the “Company”), majority vote policy is to support the Board of Directors’ (the “Board”), focus on sound corporate governance principles.

Policy. The majority vote policy will require that directors not receiving support from holders of a majority of shares voted in an uncontested election of directors to tender their resignation the Nominating and Corporate Governance Committee, (the “Committee”), for consideration. The Committee will promptly consider the tendered resignation and will recommend to the Board whether to accept the tendered resignation or to take some other action, such as rejecting the support from the holders of a majority of shares voted in the election of directors. In making this recommendation, the Committee will consider all factors deemed relevant by its members including, without limitation, the underlying reasons why stockholders voted against the director (if ascertainable), the length of service and qualifications of the director whose resignation has been tendered, the director’s contributions to the Company, whether by accepting such resignation the Company will no longer be in compliance with any applicable laws, rules, regulations, or governing documents, and whether or not accepting the resignation is in the best interests of the Company and its stockholders. The Board will act on the Committee’s recommendation no later than at its first regularly scheduled meeting following certification of the stockholder vote, but in any case, no later than 120 days following the certification of the stockholder vote. In considering the Committee’s recommendation, the Board will consider the factors considered by the Committee and such additional information and factors the Board believes to be relevant. The Company will promptly publicly disclose the Board’s decision and process in a periodic or current report filed with or furnished to the Securities and Exchange Commission. Any director who tenders his resignation pursuant to the majority vote policy will not participate in the Committee recommendation or Board consideration regarding whether or not to accept the tendered resignation. However, such director shall remain active and engaged in all other Committee and Board activities, deliberations, and decisions during this Committee and Board process.

Back to Form 8-K

EX-99.2

Exhibit 99.2

COVENANT TRANSPORTATION GROUP, INC.

Overboarding Policy

Purpose. The purpose of this Covenant Transportation Group, Inc. (the “Company”), overboarding policy is to ensure that directors have sufficient time and energy in order to be effective representatives of stockholders’ interests.

Policy. The overboarding policy prohibits the Company’s Chief Executive Officer from serving on more than three public company boards, including the Company’s board of directors, and prohibits the other board members from serving on more than five public company boards, including the Company’s board of directors.

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EX-99.3

Exhibit 99.3

COVENANT TRANSPORTATION GROUP, INC.

Executive Stock Ownership, Retention, and Anti-Hedging and Anti-Pledging Policy

Purpose. The purpose of this Covenant Transportation Group, Inc. Executive Stock Ownership, Retention, and Anti-Hedging and Anti-Pledging Policy, (the “Stock Policy”), is to further align the interests of the executives of Covenant Transportation Group, Inc.  (the “Company”), and the Company’s stockholders by requiring senior executives to accumulate and retain a meaningful level of stock ownership.

Covered Individuals. The Stock Policy applies to the Company’s Chief Executive Officer, President, and Chief Financial Officer.

Stock Ownership Levels. The required stock ownership levels under the Stock Policy, expressed as a multiple of the Covered Individual’s base annual salary as of December 31^st of each year are as follows:

CEO	10 times base annual salary
President	1 times base annual salary
CFO	1 times base annual salary

For purposes of determining compliance with the Stock Policy, the number of shares of the Company’s Class A and Class B common stock that the Covered Individual is expected to own will be calculated by dividing:

· 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.

If a Covered Individual has satisfied the Stock Policy on a prior determination date, a decrease in the Company’s stock price without a sale of shares (excluding a sale of shares to satisfy tax withholding) will not be considered to result in non-compliance on a subsequent determination date.

Eligible Shares. “Eligible Shares” shall mean those shares of Company Class A and Class B common stock that count towards compliance with the Stock Policy, those shares being comprised of the following:

· 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.

Unvested or unearned restricted stock and stock options do not count towards compliance with the Stock Policy.

Stock Retention Percentages. Until a Covered Individual complies with the Stock Policy, the Covered Individual is required to retain 100% of Net Profit Shares from each award on exercise, vesting, or earn-out.

“Net Profit Shares” shall mean:

· 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

“Shares for Taxes” shall mean, regardless of whether share withholding is actually used:

· 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.

Nothing in this Stock Policy shall require Covered Individuals to meet their applicable stock ownership levels through open market purchases of Company Class A common stock, and a Covered Individual may sell any shares purchased in the open market regardless of whether such Covered Individual then owns or has the right to acquire Eligible Shares sufficient to meet the requirements of the Stock Policy. For the sake of clarity in interpreting the Stock Policy, any sale of Eligible Shares by a Covered Individual shall be deemed to have occurred in the following order: first from shares purchased in the open market; and second, from any remaining Net Profit Shares; provided, however, that Net Profit Shares may not be sold if, following such sale, the Covered Individual would no longer be in compliance with this Stock Policy.

Insider Trading Policy. Covered Individuals are required to abide by the Company’s Insider Trading Policy.

Anti-Hedging and Anti-Pledging. Hedging activities shall include hedging our Common Stock (including, but not limited to, short-selling, options, puts and calls, as well as derivatives such as swaps, forwards, and futures).  Pledging activities shall include pledging stock as collateral for a loan or purchasing our Class A common stock on a margin.

Waiver. The Compensation Committee shall determine the appropriate relief in the event of financial hardship.

Modification. The Stock Policy may be amended or terminated at any time by the Compensation Committee, in its sole and absolute discretion.

Enforcement. The Company may consider a Covered Individual’s compliance with the Stock Policy in connection with compensation decisions, or promotion opportunities, to the extent it determines appropriate in its sole and absolute discretion.

Back to Form 8-K

EX-99.4

Exhibit 99.4

COVENANT TRANSPORTATION GROUP, INC.

Lead Independent Director Policy

Purpose. The purpose of this Covenant Transportation Group, Inc., (the “Company”), lead independent director policy is to provide for an effective balance for the management of the Company and our stockholders’ best interests.

Policy. The lead independent director 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.

Back to Form 8-K