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):
___________________________________________________________________
(Exact name of registrant as specified in its charter)
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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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(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)
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Name of each exchange on which registered
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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).
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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 5.07
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Submission of Matters to a Vote of Security Holders.
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The Annual Meeting of Stockholders (the “Annual Meeting”) of Covenant Logistics Group, Inc., a Nevada corporation (the “Company”), was held on
Wednesday May 15, 2024. Three proposals were voted on at the Annual Meeting. The proposals are described in detail in the Proxy Statement. The final results for the votes regarding each proposal are set forth below.
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1.
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The individuals listed below were elected to serve as directors of the Company until the next annual meeting of stockholders or until their
successors are duly elected and qualified:
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Nominee
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For
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Withheld
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Broker
Non-Votes
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Dr. Benjamin S. Carson, Sr.
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11,008,954
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2,319,039
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795,171
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Joey B. Hogan
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12,996,098
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331,895
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795,171
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D. Michael Kramer
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13,229,357
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98,636
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795,171
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Bradley A. Moline
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9,127,030
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4,200,963
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795,171
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David R. Parker
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13,089,007
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238,986
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795,171
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Rachel Parker-Hatchett
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12,990,066
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337,927
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795,171
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Tracy L. Rosser
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11,192,665
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2,135,328
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795,171
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Herbert J. Schmidt
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13,235,022
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92,971
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795,171
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W. Miller Welborn
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13,255,414
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72,579
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795,171
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2.
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The compensation of the Company’s named executive officers was approved, on an advisory and non-binding basis, as follows:
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Votes For
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Votes Against
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Abstentions
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Broker
Non-Votes
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13,085,719
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175,018
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67,256
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795,171
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3.
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The appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31,
2024, was ratified as follows:
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Votes For
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Votes Against
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Abstentions
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Broker
Non-Votes
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13,991,146
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108,718
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23,300
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—
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Item 8.01
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Other Events.
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On May 15, 2024 the Board declared a quarterly cash dividend of $0.11 per share of Class A and Class B common stock. The quarterly cash dividend
is pursuant to a quarterly cash dividend program previously approved by the Board. The dividend is payable to stockholders of record on June 7, 2024 and is expected to be paid on June 28, 2024.
A copy of the press release announcing the declaration of dividends is attached to this report as Exhibit 99.1.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits.
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EXHIBIT
NUMBER
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EXHIBIT DESCRIPTION
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Covenant Logistics Group, Inc. press release dated May 17, 2024, announcing the declaration of a quarterly cash dividend.
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104
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Cover Page Interactive Data File.
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The information Items 8.01 and 9.01 of this report and the exhibit hereto maybe considered forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act
of 1995, as amended. All statements, other than statements of historical or current fact, are statements that could be deemed forward-looking statements, including, without limitation, statements relating to our declaration of quarterly
dividends. Forward-looking statements are based on the current beliefs, assumptions, and expectations of management and current market conditions. Forward-looking statements are inherently subject to risks and uncertainties, some of which
cannot be predicted or quantified, which could cause future events and actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. There can be no assurance that future
dividends will be declared. The declaration of future dividends is subject to approval of our board of directors and various risks and uncertainties, including, but not limited to: our cash flow and cash needs; compliance with applicable
law; restrictions on the payment of dividends under existing or future financing arrangements; changes in tax laws relating to corporate dividends; deterioration in our financial condition or results; and those risks, uncertainties, and
other factors identified from time-to-time in our filings with the Securities and Exchange Commission. Please refer to the italicized paragraph at the end of the attached press release and various disclosures by the Company in its press
releases, stockholder reports, and filings with the Securities and Exchange Commission for information concerning risks, uncertainties, and other factors that may affect future results.
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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 LOGISTICS GROUP, INC.
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(Registrant)
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Date: May 17, 2024
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By:
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/s/ James S. Grant
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James S. Grant
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Executive Vice President and Chief Financial Officer
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