[
]
|
Preliminary
Proxy Statement
|
[ ]
|
Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|
[X]
|
Definitive
Proxy Statement
|
[ ]
|
Definitive
Additional Materials
|
[ ]
|
Soliciting
Material Pursuant to
§ 240.14a-12
|
[X]
|
No fee required
|
|
[ ]
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11
|
(1)
|
Title
of each class of securities to which transaction applies:
|
N/A
|
|
(2)
|
Aggregate
number of securities to which transaction applies:
|
N/A
|
|
(3)
|
Per
unit price or other underlying value of transaction computed
pursuant
to Exchange Act Rule 0-11 (set forth the amount on
which
the filing fee is calculated and state how it was
determined):
|
N/A
|
|
(4)
|
Proposed
maximum aggregate value of transaction:
|
N/A
|
|
(5)
|
Total
Fee paid:
|
N/A
|
[ ]
|
Fee paid previously with preliminary materials.
|
N/A
|
[ ]
|
Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
|
(1)
|
Amount
previously paid:
|
N/A
|
|
(2)
|
Form,
Schedule or Registration Statement No.:
|
N/A
|
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(3)
|
Filing
Party:
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N/A
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(4)
|
Date
Filed:
|
N/A
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1.
|
To
consider and act upon a proposal to elect seven (7) directors;
|
2.
|
To
consider and act upon an amendment and restatement of the Restated
Articles of Incorporation of the Company in order to change the name
from
Covenant Transport, Inc. to Covenant Transportation Group, Inc.;
and
|
3.
|
To
consider and act upon such other matters as may properly come before
the
meeting and any adjournment
thereof.
|
By
Order of the Board of Directors,
|
|
/s/ David R. Parker | |
David
R. Parker
|
|
Chairman
of the Board of Directors
|
GENERAL
INFORMATION
|
1 |
Voting
Rights
|
|
Quorum
Requirement
|
|
Required
Vote
|
|
Right
to Attend Annual Meeting; Revocation of Proxy
|
|
Costs
of Solicitation
|
|
Annual
Report
|
|
How
to Read this Proxy Statement
|
|
How
to Vote - Proxy Instructions
|
|
PROPOSAL
1 ELECTION OF DIRECTORS
|
|
Nominees
for Directorships
|
|
CORPORATE
GOVERNANCE
|
|
The
Board of Directors and Its Committees
|
|
Board
of Directors
|
|
Committees
of the Board of Directors
|
|
The
Audit Committee
|
|
Report
of the Audit Committee
|
|
The
Compensation Committee
|
|
Compensation
Committee Interlocks and Insider Participation
|
|
Report
of the Compensation Committee
|
|
The
Nominating and Corporate Governance Committee
|
|
Our
Executive Officers
|
|
Compliance
with Section 16(a) of the Exchange Act
|
|
Code
of Conduct and Ethics
|
|
EXECUTIVE
COMPENSATION
|
|
Compensation
Discussion and Analysis
|
|
Overview
and Philosophy of Compensation
|
|
Elements
of Compensation
|
|
Summary
Compensation Table
|
|
All
Other Compensation Table
|
|
Grants
of Plan-Based Awards
|
|
Outstanding
Equity Awards at Fiscal Year-End
|
|
Director
Compensation
|
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
|
|
RELATIONSHIPS
WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
|
Principal
Accountant Fees and Services
|
|
PROPOSAL
2 APPROVAL OF AMENDMENT AND RESTATEMENT OF THE COMPANY'S RESTATED
ARTICLES
OF INCORPORATION CHANGING NAME TO COVENANT TRANSPORTATION GROUP,
INC.
|
|
STOCKHOLDER
PROPOSALS
|
|
OTHER
MATTERS
|
|
A-1 |
•
|
is
independent under NASD Rule 4200(a)(15);
|
•
|
meets
the criteria for independence set forth in Rule 10A-3(b)(1) under the
Securities Exchange Act of 1934, as amended (the "Exchange
Act");
|
•
|
did
not participate in the preparation of our financial statements or
the
financial statement of any of our current subsidiaries at any time
during
the past three years; and
|
•
|
is
able to read and understand fundamental financial statements, including
our balance sheet, statement of operations, and cash flows
statement.
|
Audit
Committee:
|
|
Robert
E. Bosworth, Chairman
|
|
Bradley
A. Moline
|
|
Niel
B. Nielson
|
Compensation
Committee:
|
|
Niel
B. Nielson, Chairman
|
|
Hugh
O. Maclellan, Jr.
|
•
|
the
proposed nominee's name and qualifications and the reason for such
recommendation;
|
•
|
the
name and record address of the stockholder(s) proposing such
nominee;
|
•
|
the
number of shares of our Class A and/or Class B common stock that
are
beneficially owned by such stockholder(s); and
|
•
|
a
description of any financial or other relationship between the
stockholder(s) and such nominee or between the nominee and us or
any of
our subsidiaries.
|
Named
Executive Officer and Principal Position
|
2005
Base Salary ($)
|
2006
Base Salary ($)
|
David
R. Parker, Chairman, President, and CEO
|
535,500
|
535,500
|
Joey
B. Hogan, Chief Financial Officer
|
215,018
|
223,618
|
Michael
W. Miller, Executive Vice President - Procurement and Corporate
Operations
Manager
|
285,825
|
285,825
|
L.D.
“Micky” Miller, Executive Vice President - Sales and
Marketing
|
231,205
|
212,000
|
Tony
Smith, President of SRT
|
202,939
|
213,086
|
TOTAL
|
1,471,992
|
1,472,036
|
Named
Executive Officer
|
Annual
Award
of
Restricted
Stock
(#)
|
Special
Award
of
Restricted
Stock
(#)
|
David
R. Parker
|
4,000
|
50,000
|
Joey
B. Hogan
|
4,000
|
33,333
|
Michael
W. Miller
|
4,000
|
33,333
|
L.D.
“Micky” Miller
|
3,000
|
33,333
|
Tony
Smith
|
3,000
|
25,000
|
Name
and
Principal
Position
|
Year
|
Salary
($)
|
Stock
Awards(1)
($)
|
Non-Equity
Incentive
Plan
Compensation(2)
($)
|
All
Other
Compensation(3)
($)
|
Total
($)
|
David
R. Parker, Chief
Executive
Officer, Chairman,
and
President
|
2006
|
535,500
|
9,593
|
-
|
135,232
|
680,325
|
Joey
B. Hogan, Chief
Financial
Officer and
Executive
Vice President
|
2006
|
219,815
|
9,593
|
-
|
20,191
|
249,599
|
Michael
W. Miller,
Executive
Vice
President -
Procurement
and
Corporate
Operations
Manager
|
2006
|
285,825
|
9,593
|
-
|
35,194
|
330,612
|
L.D.
"Micky" Miller
Executive
Vice President of
Sales
and Marketing
|
2006
|
224,557
|
7,194
|
-
|
13,549
|
245,300
|
Tony
Smith, President of
Southern
Refrigerated
Transport,
Inc.
|
2006
|
208,793
|
9,654
|
90,561
|
17,631
|
326,639
|
(1)
|
This
column represents the dollar amount recognized for financial statement
reporting purposes with respect to the 2006 fiscal year for the fair
value
of stock awards granted to each Named Executive Officer in accordance
with SFAS 123R. Pursuant to SEC rules, the amounts shown exclude
the
impact of estimated forfeitures related to service-based vesting
conditions. For additional information on the valuation assumptions
with
respect to the 2006 grants, refer to note 2 of our consolidated financial
statements as provided in the Form 10-K for the year-ended December
31,
2006, as filed with the SEC. See the Grants of Plan-Based Awards
Table for information on awards made in 2006. These amounts reflect
our
accounting expense for these awards, and do not correspond to the
actual
value that will be recognized by the Named Executive
Officers.
|
(2)
|
See
the Grants of Plan-Based Awards Table for additional
information.
|
(3)
|
See
the All Other Compensation Table for additional
information.
|
Name
|
Year
|
Perquisites
and
Other
Personal
Benefits
($)
|
Tax
Reimburse-
ments
|
Insurance
Premiums
($)
|
Contributions
to
Retirement
and
401(k)
Plans(8)
($)
|
Total
($)
|
David
R. Parker
|
2006
|
47,330
(1)
|
$5,894
(6)
|
69,106
(7)
|
12,902
|
135,232
|
Joey
B. Hogan
|
2006
|
13,201
(2)
|
-
|
-
|
6,990
|
20,191
|
Michael
W. Miller
|
2006
|
27,600 (3)
|
-
|
-
|
7,594
|
35,194
|
L.D.
"Micky" Miller
|
2006
|
12,000 (4)
|
-
|
-
|
1,549
|
13,549
|
Tony
Smith
|
2006
|
12,000
(5)
|
-
|
-
|
5,631
|
17,631
|
(1)
|
During
2006, we provided Mr. Parker with certain other benefits in addition
to
his salary, including, a $33,600 cash vehicle allowance, use of our
corporate travel agency to arrange personal travel, and use of our
administrative personnel for personal services. During 2006, we also
paid
for certain of Mr. Parker's club initiation fees and dues and allowed
Mr.
Parker to use our corporate airplane for personal travel. Although
Mr.
Parker used our corporate airplane for personal travel, we did not
incur
any incremental costs for such use. Mr. Parker reimburses us for
all of
the variable costs associated with his personal use of our airplane,
including the costs incurred as a result of personal flight activity,
such
as, fuel, travel expenses for the flight crew, and any hanger or
other
storage fees. Mr. Parker also pays a portion of ongoing maintenance
and
repairs associated with operating the airplane.
|
(2)
|
During
2006, we provided Mr. Hogan with certain other benefits in addition
to his
salary, including, a cash vehicle allowance, use of our corporate
travel
agency to arrange personal travel, and use of our administrative
personnel
for personal services. None of the personal benefits provided to
Mr. Hogan
exceeded the greater of $25,000 or 10% of the total amount of the
personal
benefits he received during 2006.
|
(3)
|
During
2006, we provided Mr. Michael Miller with certain other benefits
in
addition to his salary, including, a $27,600 cash vehicle allowance
and
use of our corporate travel agency to arrange personal travel. With
the
exception of the cash vehicle allowance, none of the personal benefits
provided to Mr. Miller exceeded the greater of $25,000 or 10% of
the total
amount of the personal benefits he received during
2006.
|
(4)
|
During
2006, we provided Mr. L.D. "Micky" Miller with certain other benefits
in
addition to his salary, including, a cash vehicle allowance and use
of our
corporate travel agency to arrange personal travel. None of the personal
benefits provided to Mr. Miller exceeded the greater of $25,000 or
10% of
the total amount of the personal benefits he received during
2006.
|
(5)
|
During
2006, we provided Mr. Smith with certain other benefits in addition
to his
salary, including, a cash vehicle allowance and use of our corporate
travel agency to arrange personal travel. None of the personal benefits
provided to Mr. Smith exceeded the greater of $25,000 or 10% of the
total
amount of the personal benefits he received during
2006.
|
(6)
|
We
provide Mr. Parker with certain tax equalization payments and tax
gross
ups to provide a neutral economic effect of switching the former
split-dollar insurance policy to a term life insurance policy funded
by
us. The Compensation Committee did not believe Mr. Parker should
suffer a
negative tax event because we changed policies to comply with new
legislation.
|
(7)
|
During
2006, we paid certain life insurance premiums on behalf of Mr. Parker,
as
a result of arrangements entered into during a time when split-dollar
insurance policies were common. Subsequent to adoption of the
Sarbanes-Oxley Act of 2002, we converted the policy to a company-paid
policy to honor the pre-existing obligation to Mr.
Parker.
|
(8)
|
The
differences in contribution amounts among the Named Executive Officers
is
based upon a combination of the differences among the officers' salary
and
the extent to which each officer chooses to make personal contributions
to
his 401(k) account.
|
Estimated
Future Payouts
Under
Non-Equity Incentive
Plan
Awards(1)
|
Estimated
Future Payouts Under
Equity
Incentive Plan Awards(2)
|
|||||||
Name
|
Grant
Date
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
Grant
Date
Fair
Value
of
Stock
and
Option
Awards(3)
($)
|
David
R. Parker
|
5/23/06
5/23/06
|
-
-
|
-
-
|
-
-
|
-
-
|
4,000
50,000
|
-
-
|
51,160
639,500
|
Joey
B. Hogan
|
5/23/06
5/23/06
|
-
-
|
-
-
|
-
-
|
-
-
|
4,000
33,333
|
-
-
|
51,160
426,329
|
Michael
W. Miller
|
5/23/06
5/23/06
|
-
-
|
-
-
|
-
-
|
-
-
|
4,000
33,333
|
-
-
|
51,160
426,329
|
L.D.
"Micky" Miller
|
5/23/06
5/23/06
|
-
-
|
-
-
|
-
-
|
-
-
|
3,000
33,333
|
-
-
|
38,370
426,329
|
Tony
Smith
|
03/06
5/23/06
5/23/06
7/31/06
|
53,267
-
-
-
|
90,561
-
-
-
|
117,186
-
-
-
|
-
-
-
-
|
-
3,000
25,000
1,000
|
-
-
-
-
|
-
38,370
319,750
13,120
|
(1)
|
These
columns represent the potential value of the payout to Mr. Smith
based
upon the attainment of specified performance targets related to the
performance of SRT, including the threshold, minimum, and maximum
targets,
that were established by David Parker, in his role as our Chief Executive
Officer, and as discussed in more detail in the Compensation Discussion
and Analysis. The potential payouts are performance-driven and therefore
completely at risk. As reflected in the Summary Compensation Table
and as
discussed in the Compensation Discussion and Analysis, Mr. Smith
was the
only Named Executive Officer that received non-equity incentive
compensation for 2006.
|
(2)
|
This
column represents the potential number of shares to be awarded to
each
Named Executive Officer based upon the attainment of specified performance
targets that were established by the Compensation Committee and as
discussed in more detail in the Compensation Discussion and
Analysis.
|
(3)
|
This
column represents the full grant date fair value of the stock awards
under
SFAS 123R granted to the Named Executive Officers in 2006. The fair
value
was calculated using the closing price of our common stock on the
grant
date. The fair value of the stock awards are accounted for in accordance
with SFAS 123R. For additional information on the valuation assumptions,
refer to note 2 of our consolidated financial statements in the Form
10-K
for the year-ended December 31, 2006, as filed with the SEC. These
amounts
reflect our accounting expense, and do not correspond to the actual
value
that will be recognized by the Named Executive Officers.
|
Option
Awards
|
Stock
Awards
|
|||||
Name
|
Grant
Date
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units
or Other
Rights
That
Have Not
Vested
(#)
|
Equity
Incentive
Plan
Awards:
Market
or Payout
Value
of
Unearned
Shares,
Units
or
Other
Rights
That
Have Not
Vested(3)
($)
|
David
R. Parker
|
8/31/98
5/20/99
5/20/99
2/29/00
5/18/00
5/18/00
7/27/00
7/27/00
5/17/01
5/17/01
5/16/02
5/16/02
2/20/03
2/20/03
5/22/03
5/22/03
5/27/04
2/16/05
5/10/05
5/23/06
5/23/06
|
18,250
3,333
6,667
7,206
6,666
3,334
9,429
100,571
3,333
6,667
6,194
3,806
5,780
1,111
6,095
3,905
10,000
5,690
10,000
-
-
|
12.38
13.00
13.00
13.13
12.19
12.19
8.00
8.00
16.79
16.79
15.39
15.39
17.30
17.30
17.63
17.63
15.71
21.43
13.64
-
-
|
8/31/08
5/20/09
5/20/09
3/31/10
5/18/10
5/18/10
7/27/10
7/27/10
5/17/11
5/17/11
5/16/12
5/16/12
2/20/13
2/20/13
5/22/13
5/22/13
5/27/14
2/16/15
5/10/15
-
-
|
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
50,000(1)
4,000(2)
|
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
570,000
45,600
|
Joey
B. Hogan
|
8/7/97
2/29/00
8/31/98
8/31/98
5/20/99
5/20/99
5/18/00
5/18/00
7/27/00
7/27/00
5/17/01
5/17/01
5/16/02
5/16/02
2/20/03
2/16/05
5/10/05
5/22/03
5/22/03
5/27/04
5/23/06
5/23/06
|
25,000
2,272
1,515
8,485
480
9,520
3,333
6,667
2,423
27,577
3,333
6,667
6,194
3,806
2,612
2,285
10,000
2,762
7,238
10,000
-
-
|
18.75
13.13
12.38
12.38
13.00
13.00
12.19
12.19
8.00
8.00
16.79
16.79
15.39
15.39
17.30
21.43
13.64
17.63
17.63
15.71
-
-
|
8/7/07
3/1/10
8/31/08
8/31/08
5/20/09
5/20/09
5/18/10
5/18/10
7/27/10
7/27/10
5/17/11
5/17/11
5/16/12
5/16/12
2/20/13
2/16/15
5/10/15
5/22/13
5/22/13
5/27/14
-
-
|
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
33,333(1)
4,000(2)
|
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
379,996
45,600
|
Option
Awards
|
Stock
Awards
|
|||||
Name
|
Grant
Date
|
Number
of Securities Underlying Unexercised Options
(#)
Exercisable
|
Option
Exercise
Price
($)
|
Option
Expiration Date
|
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other
Rights
That
Have Not
Vested
(#)
|
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares,
Units or
Other Rights
That
Have Not Vested(3)
($)
|
Michael
W. Miller
|
8/31/98
8/31/98
2/29/00
5/20/99
5/20/99
5/18/00
5/18/00
7/27/00
7/27/00
5/17/01
5/17/01
5/16/02
5/16/02
2/20/03
2/16/05
5/10/05
5/22/03
5/22/03
5/27/04
5/27/04
5/23/06
5/23/06
|
3,637
6,363
3,298
3,333
6,667
6,666
3,334
7,422
22,578
3,333
6,667
6,194
3,806
3,537
3,037
10,000
2,762
7,238
3,333
6,667
-
-
|
12.38
12.38
13.13
13.00
13.00
12.19
12.19
8.00
8.00
16.79
16.79
15.39
15.39
17.3
21.43
13.64
17.63
17.63
15.71
15.71
-
-
|
8/31/08
8/31/08
3/1/10
5/20/09
5/20/09
5/18/10
5/18/10
7/27/10
7/27/10
5/17/11
5/17/11
5/16/12
5/16/12
2/20/13
2/16/15
5/10/15
5/22/13
5/22/13
5/27/14
5/27/14
-
-
|
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
33,333(1)
4,000(2)
|
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
379,996
45,600
|
L.D.
"Micky" Miller
|
12/9/02
2/19/05
5/10/05
5/22/03
5/22/03
5/27/04
5/23/06
5/23/06
|
15,000
1,987
7,500
1,048
6,452
7,500
-
-
|
18.15
21.43
13.64
17.63
17.63
15.71
-
-
|
12/9/12
2/16/15
5/10/15
5/22/13
5/22/13
5/27/14
-
-
|
-
-
-
-
-
-
33,333(1)
3,000(2)
|
-
-
-
-
-
-
379,996
34,200
|
Tony
Smith
|
5/20/99
7/27/00
7/27/00
5/17/01
5/17/01
5/16/02
5/16/02
10/5/98
2/16/05
5/10/05
8/28/03
8/28/03
5/27/04
5/27/04
5/23/06
5/23/06
|
5,000
4,062
938
4,613
387
3,652
348
20,000
2,076
10,000
5,000
2,500
2,354
5,146
-
-
|
13.00
8.00
8.00
16.79
16.79
15.39
15.39
10.88
21.43
13.64
17.00
17.00
15.71
15.71
-
-
|
5/20/09
7/27/10
7/27/10
5/17/11
5/17/11
5/16/12
5/16/12
10/5/08
2/16/15
5/10/15
8/28/13
8/28/13
5/27/14
5/27/14
-
-
|
-
-
-
-
-
-
-
-
-
-
-
-
-
-
25,000(1)
4,000(2)
|
-
-
-
-
-
-
-
-
-
-
-
-
-
-
285,000
45,600
|
(1)
|
Subject
to the terms of the award notice, the restricted shares will vest
completely in any year between 2007 and 2010 in which we reach an
earnings-per-share target of $2.00. The earnings-per-share target
excludes
the effect of the vesting of the awards on earnings per share as
well as
extraordinary gains. The executive must hold the shares for one year
after
vesting; provided that the executive may sell such portion of the
restricted shares that is necessary to cover the federal and state
taxes
he incurs upon vesting of the
shares.
|
(2)
|
Subject
to the terms of the award notice, the restricted shares will vest
in equal
increments over the four-year period beginning on the first anniversary
of
the award date, subject to us reaching earnings-per-share targets
of $0.75
in 2006, $1.05 in 2007, $1.35 in 2008, and $1.55 in 2009. Any percentage
that fails to vest as a result of failure to reach a particular target
will vest if we meet a subsequent target. As a condition to selling
any
vested shares of restricted Class A common stock, the executive is
required to maintain an equivalent of 200% of his annual salary on
the
date of the proposed sale in the combination of (i) Class A common
stock
and (ii) 50% of the value of (a) unexercised options to purchase
Class A
common stock, and (b) restricted Class A common stock; provided that
the
executive may sell such portion of the restricted shares that is
necessary
to cover the federal and state taxes he incurs upon vesting of the
shares.
|
(3)
|
The
market value was calculated by multiplying the closing market price
of our
stock on December 31, 2006, by the number of shares that have not
vested.
|
Name
|
Fees
Earned
or
Paid in
Cash(1)
($)
|
Stock
Awards(2)(3)
($)
|
Total
($)
|
William
T. Alt
|
26,750
|
25,004
|
51,754
|
Robert
E. Bosworth
|
34,000
|
25,004
|
59,004
|
Hugh
O. Maclellan, Jr.
|
26,000
|
25,004
|
51,004
|
Bradley
A. Moline
|
31,500
|
25,004
|
56,504
|
Niel
B. Nielson
|
29,750
|
25,004
|
54,754
|
Mark
A. Scudder
|
26,750
|
25,004
|
51,754
|
(1)
|
This
column represents the amount of cash compensation earned in 2006
for Board
and committee service.
|
(2)
|
This
column represents the dollar amount recognized for financial statement
reporting purposes with respect to the 2006 fiscal year for the fair
value
of stock awards granted to each director in 2006 in accordance with
SFAS
123R. During 2006, we did not recognize a dollar amount for financial
statement reporting purposes with respect to grants made in years
prior to
2006 because such grants did not exist. As such, this amount is also
equal
to the grant date fair value which was calculated using the closing
price
of our stock on the date of grant.
|
(3)
|
As
at December 31, 2006, each of our non-employee directors had 1,955
outstanding stock awards.
|
•
|
Each
of our directors and named executive officers;
|
•
|
All
of our executive officers and directors as a group; and
|
•
|
Each
person known to us to beneficially own 5% or more of any class of
our
common stock.
|
Title
of Class
|
Name
and Address of Beneficial Owner(1)
|
Amount
and Nature of
Beneficial
Ownership(2)
|
Percent
of Class(3)
|
Class
A & Class B
Common
|
David
R. Parker & Jacqueline F. Parker
|
5,423,154
(4)
|
24.9%
of Class A
100%
of Class B
36.9%
of Total(5)
|
Class
A Common
|
Michael
W. Miller
|
193,305
|
1.6%
of Class A
1.3%
of Total
|
Class
A Common
|
Joey
B. Hogan
|
190,090
(6)
|
1.6%
of Class A
1.3%
of Total
|
Class
A Common
|
L. D. "Micky"
Miller
|
75,820
|
*
|
Class A
Common
|
Tony
Smith
|
95,076
|
*
|
Class
A Common
|
William
T. Alt
|
16,955
|
*
|
Class
A Common
|
Robert
E. Bosworth
|
27,455
(7)
|
*
|
Class
A Common
|
Hugh
O. Maclellan, Jr.
|
31,955
|
*
|
Class
A Common
|
Bradley
A. Moline
|
10,455
(8)
|
*
|
Class
A Common
|
Niel
B. Nielson
|
9,455
|
*
|
Class
A Common
|
Mark
A. Scudder
|
29,105
(9)
|
*
|
Class
A Common
|
Barrow,
Hanley, Mewhinney & Strauss, Inc.
|
791,600
(10)
|
6.5%
of Class A
5.5%
of Total
|
Class
A Common
|
Dimensional
Fund Advisors Inc.
|
1,068,558
(11)
|
8.8%
of Class A
7.4%
of Total
|
Class
A Common
|
Wells
Fargo & Company
|
1,268,640
(12)
|
10.5%
of Class A
8.8%
of Total
|
Class
A & Class B
Common
|
All
directors and executive officers as a group
(18
persons)
|
6,395,064
(13)
|
41.8%
of Total
|
*
|
Less
than one percent (1%).
|
(1)
|
The
business address of Mr. and Mrs. Parker and the other directors
and named executive officers is 400 Birmingham Highway, Chattanooga,
TN 37419. The business addresses of the remaining entities listed in
the table above are: Barrow, Hanley, Mewhinney & Strauss, Inc., One
McKinney Plaza, 3232 McKinney Avenue, 15th Floor,
Dallas, TX 75204-2429; Dimensional Fund Advisors Inc.,
1299 Ocean Avenue, 11th Floor,
Santa Monica, CA 90401; and Wells Fargo & Company,
420 Montgomery Street, San Francisco,
CA 94104.
|
(2)
|
Beneficial
ownership includes sole voting power and sole investment power with
respect to such shares unless otherwise noted and subject to community
property laws where applicable. In accordance with Rule 13d-3(d)(1)
under the Exchange Act, the number of shares indicated as beneficially
owned by a person includes shares of Class A common stock underlying
options that are currently exercisable held by the following individuals:
Mr. Parker-218,037; Mr. Michael Miller-144,872; Mr. Joey
Hogan-142,169; Mr. L.D. "Micky" Miller-39,487;
Mr. Smith-66,076; Mr. Alt-7,500; Mr. Bosworth-22,500;
Mr. Maclellan-22,500; Mr. Moline-7,500; Dr. Nielson-7,500;
and Mr. Scudder-22,500. In addition, beneficial ownership includes
shares of restricted Class A common stock subject to certain performance
vesting and holding provisions held by the following individuals:
Mr.
Parker-54,000; Mr. Michael Miller-37,333; Mr. Joey Hogan-37,333;
Mr. L.D.
"Micky" Miller-36,333; and Mr. Smith-29,000. The beneficial ownership
also includes the following shares of Class A common stock allocated
to the accounts of the following individuals under our 401(k) plan:
Mr. Parker-13,550; Mr. Michael Miller-11,100;
Mr. Hogan-7,188; Mr. L.D. "Micky" Miller-0; and Mr.
Smith-0.
|
(3)
|
Shares
of Class A common stock underlying stock options that are currently
exercisable or will be exercisable within 60 days following March
26, 2007
are deemed to be outstanding for purposes of computing the percentage
ownership of the person holding such options and the percentage ownership
of all executive officers and directors as a group, but are not deemed
outstanding for purposes of computing the percentage ownership of
any
other person or entity. There are no stock options that will become
exercisable within 60 days following March 26, 2007, for any executive
officer or director of the Company.
|
(4)
|
Comprised
of 2,687,567 shares of Class A common stock and 2,350,000 shares of
Class B common stock owned by Mr. and Mrs. Parker as joint
tenants with rights of survivorship; 100,000 shares of Class A common
stock owned by the Parker Family Limited Partnership, of which
Mr. and Mrs. Parker are the two general partners and
possess sole voting and investment control; 218,037 shares of Class A
common stock underlying Mr. Parker's stock options that are currently
exercisable; 54,000 shares of restricted Class A common stock; and
13,550
shares allocated to the account of Mr. Parker under our 401(k) plan.
The restricted Class A common stock is subject to certain performance
vesting and holding provisions.
|
(5)
|
Based
on the aggregate number of shares of Class A and Class B common
stock held by Mr. and Mrs. Parker.
Mr. and Mrs. Parker hold 24.9% of shares of Class A
and 100% of shares of Class B common stock. The Class A common
stock is entitled to one vote per share, and the Class B common stock
is entitled to two votes per share. Mr. and Mrs. Parker
beneficially own shares of Class A and Class B common stock with
45.6% of the voting power of all outstanding voting shares.
|
(6)
|
Comprised
of 3,400 shares of Class A common stock owned by Mr. Hogan and
Melinda J. Hogan as joint tenants, 142,169 shares of Class A common
stock underlying stock options, 37,333 shares of restricted Class
A common
stock, and 7,188 shares held by Mr. Hogan in our 401(k) plan. The
restricted Class A common stock is subject to certain performance
vesting
and holding provisions.
|
(7)
|
Comprised
of 3,955 shares of Class A common stock owned directly, 1,000 shares
of
Class A common stock held in an individual retirement account, and
22,500 shares of Class A common stock underlying stock
options.
|
(8)
|
Comprised
of 2,955 shares of Class A common stock owned directly and 7,500
shares of
Class A common stock underlying stock options.
|
(9)
|
Comprised
of 2,055 shares of Class A common stock held directly, 4,350 shares
of
Class A common stock held in an individual retirement account, 22,500
shares of Class A common stock underlying stock options, and 200
shares of
Class A common stock held as custodian for a minor child, as to which
Mr. Scudder disclaims beneficial ownership.
|
(10)
|
As
reported on Schedule 13G/A filed with the SEC on February 1, 2007.
Information is as of December 31, 2006.
|
(11)
|
As
reported on Schedule 13G/A filed with the SEC on February 9, 2007.
Information is as of December 31, 2006.
|
(12)
|
As
reported on Schedule 13G/A filed with the SEC on February 7, 2007.
Represents aggregate beneficial ownership on a consolidated basis
reported
by Wells Fargo & Company and includes shares of Class A
common stock beneficially owned by subsidiaries. Information is as
of
December 31, 2006.
|
(13)
|
The
other executive officers are Jeffery Acuff, James Brower, Charles
Eddy,
R.H. Lovin, Jr., Jeffrey Paulsen, Jeffrey Taylor, and Richard L.
Towe. Mr.
Acuff beneficially owns 49,131 shares of Class A common stock, which
are
comprised of 15,500 shares of Class A common stock underlying Mr.
Acuff's
stock options that are currently exercisable, 28,000 shares of restricted
Class A common stock and 5,631 shares allocated to the account of
Mr.
Acuff under our 401(k) plan. Mr. Brower does not beneficially own
any shares of Class A common stock nor does he have any stock options
underlying shares of Class A common stock which are currently exercisable
or will become exercisable within 60 days of March 26, 2007. Mr.
Brower
does beneficially own 29,000 shares of restricted Class A common
stock. Mr. Eddy does not beneficially own any shares of Class A
common stock nor does he have any stock options underlying shares
of Class
A common stock which are currently exercisable or will become exercisable
within 60 days of March 26, 2007. Mr. Eddy does beneficially own
1,000
shares of restricted Class A common stock. Mr. Lovin beneficially
owns
107,391 shares of Class A common stock, which are comprised of 72,932
shares of Class A common stock underlying Mr. Lovin's stock options
that
are currently exercisable, 28,000 shares of restricted Class A common
stock, and 6,459 shares allocated to the account of Mr. Lovin under
our
401(k) plan. Mr. Paulsen does not beneficially own any shares of
Class A
common stock nor does he have any stock options underlying shares
of Class
A common stock which are currently exercisable or will become exercisable
within 60 days of March 26, 2007. Mr. Paulsen does beneficially own
28,000
shares of restricted Class A common stock. Mr. Taylor beneficially
owns
30,500 shares of Class A common stock, which are comprised of 2,500
shares
underlying Mr. Taylor's stock options that are currently exercisable
and
28,000 shares of restricted Class A common stock. Mr. Towe beneficially
owns 47,217 shares of Class A common stock, which are comprised of
35,616
shares of Class A common stock underlying Mr. Towe's stock options
that are currently exercisable, 11,333 shares of restricted Class
A common
stock, and 268 shares allocated to the account of Mr. Towe under
our
401(k) plan. The restricted Class A common stock is subject to certain
performance vesting and holding provisions. The shares detailed in
this footnote are included in the calculation of all directors and
executive officers as a group.
|
Fiscal
2006
|
Fiscal
2005
|
||||||
Audit
Fees(1)
|
$
|
622,500
|
$
|
625,000
|
|||
Audit-Related
Fees(2)
|
0
|
42,000
|
|||||
Tax
Fees(3)
|
160,182
|
165,224
|
|||||
All
Other Fees(4)
|
0
|
0
|
|||||
Total
|
$
|
782,682
|
$
|
832,224
|
(1)
|
Represents
the aggregate fees billed for professional services rendered by
KPMG for
the audit of our annual financial statements and review of financial
statements included in our quarterly reports on Form 10-Q, and
services that are normally provided by an independent registered
public
accounting firm in connection with statutory or regulatory filings
or
engagements for those fiscal years. For fiscal 2006, audit fees
were
comprised of $332,500 in fees for the audit of our annual financial
statements and review of financial statements included in our quarterly
reports on Form 10-Q, $250,000 in fees for the audit of our
assessment of internal control over financial reporting, $25,000
for the
statutory audit of our Volunteer Insurance Limited subsidiary’s annual
financial statements, and $15,000 in fees for agreed upon procedures
related to our securitization facility. For fiscal 2005, audit
fees were
comprised of $260,000 in fees for the audit of our annual consolidated
financial statements and review of our consolidated financial statements
included in our quarterly reports on Form 10-Q, $328,000 in fees for
the audit of our assessment of internal control over financial
reporting,
$25,000 for the statutory audit of our Volunteer Insurance Limited
subsidiary’s annual financial statements, and $12,000 in fees for agreed
upon procedures related to our securitization facility.
|
(2)
|
Represents
the aggregate fees billed for assurance and related services by
KPMG that
are reasonably related to the performance of the audit or review
of our
financial statements and are not reported under "audit fees." There
were
no such fees for fiscal 2006. For fiscal 2005, audit-related fees
were
comprised of fees for employee benefit plans.
|
(3)
|
Represents
the aggregate fees billed for professional services rendered by
KPMG for
tax compliance, tax advice, and tax planning. For fiscal 2006,
tax fees
were comprised of $149,500 in fees for tax compliance and $10,682
in fees
for tax planning and advice. For fiscal 2005, tax fees were comprised
of
$156,074 in fees for tax compliance and $9,150 in fees for tax
planning
and advice.
|
(4)
|
Represents
the aggregate fees billed for products and services provided by
KPMG,
other than audit fees, audit-related fees, and tax fees. There
were no
such fees for fiscal 2006 or fiscal
2005.
|
Covenant
Transport, Inc.
|
|
/s/ David R. Parker | |
David
R. Parker
|
|
Chairman
of the Board of Directors
|
|
April
20, 2007
|
(i)
|
the
distinctive serial designation;
|
(ii)
|
the
number of shares of the series, which number may at any time or from
time
to time be increased or decreased (but not below the number of shares
of
such series then outstanding) by the Board of Directors;
|
(iii)
|
the
voting powers, if any, and, if voting powers are granted, the extent
of
such voting powers including whether cumulative voting is allowed
and the
right, if any, to elect a director or directors;
|
(iv)
|
the
election, term of office, filling of vacancies, and other terms of
the
directorship of directors, if any, to be elected by the holders of
any one
or more classes or series of such stock;
|
(v)
|
the
dividend rights, if any, including, without limitation, the dividend
rates, dividend preferences with respect to other series or classes
of
stock, the dates on which any dividends shall be payable, and whether
dividends shall be cumulative;
|
(vi)
|
the
date from which dividends on shares issued prior to the date for
payment
of the first dividend thereon shall be cumulative, if any;
|
(vii)
|
the
redemption price, terms of redemption, and the amount of and provisions
regarding any sinking fund for the purchase or redemption
thereof;
|
(viii)
|
the
liquidation preferences and the amounts payable on dissolution or
liquidation;
|
(ix)
|
the
terms and conditions under which shares of the series may or shall
be
converted into any other series or class of stock or debt of the
corporation; and
|
(x)
|
any
other terms or provisions which the Board of Directors by law may
be
authorized to fix or alter.
|