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))
|
Item
5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers
|
§ |
Joey B.
Hogan was promoted to Senior Executive Vice President and Chief Operating
Officer of the Company. In his role as Chief Operating Officer of
the
Company, Mr. Hogan will join David R. Parker, Chairman, President,
and
Chief Executive Officer, as the officers responsible for managing
the
performance of all of the service offerings in all subsidiaries.
All of
the service offering general managers and all of the corporate department
heads will report to Mr. Parker and Mr. Hogan. In addition,
Mr. Hogan has been named President of Covenant Transport, Inc., a
Tennessee corporation, the Company's largest operating subsidiary.
As
President, Mr. Hogan will have full P&L responsibility of this
subsidiary. In connection with Mr. Hogan's promotion, his primary
former duties have been allocated to others in the Company. For the
present time, the Company does not expect to appoint a Chief Financial
Officer, but Mr. Hogan will continue to serve in the role of principal
financial officer for purposes of SEC reporting. In connection with
his
increased roles at the Company and the Company’s primary operating
subsidiary, the Compensation Committee of the Company’s Board of Directors
approved an increase in Mr. Hogan’s salary to
$275,000.
|
§ |
M.
David Hughes has been promoted from his role at Star Transportation
to
become the Company's Senior Vice President of Fleet Management and
Procurement and Corporate Treasurer. Mr. Hughes will oversee the
Company's financing relationships as well as asset purchasing, management,
and disposition. In connection with his promotion and increased roles,
the
Compensation Committee of the Company's Board of Directors awarded
a
special grant to Mr. Hughes of an additional 3,333 restricted shares
of
the Company's Class A Common Stock, $0.01 par value per share ("Common
Stock"). The terms of the special grant are described in the Company's
May 26, 2006, Form 8-K filed with the SEC.
|
§ |
Richard
B. Cribbs will assume the role of Vice President and Chief Accounting
Officer. Mr. Cribbs will have responsibility for the financial statements,
SEC reporting, forecasting, billing, collection, and related matters.
In
connection with his promotion and increased roles, the Compensation
Committee of the Company's Board of Directors approved an increase
in Mr.
Cribbs' salary to $150,000 and awarded a special grant to Mr. Cribbs
of
10,000 restricted shares of the Company's Common Stock. The terms
of the
special grant are described in the Company's May 26, 2006, Form 8-K
filed with the SEC.
|
Officer
|
Title
|
Annual
Award of
Restricted
Common
Stock
|
David
Parker
|
Chairman,
President, and Chief
Executive
Officer
|
4,000
|
Joey
Hogan
|
Senior
Executive Vice President and
Chief
Operating Officer
|
4,000
|
L.D.
Miller
|
Executive
Vice President - Sales and
Marketing
of Covenant Transport, Inc.
|
3,000
|
Tony
Smith
|
President
- Southern Refrigerated
Transport,
Inc.
|
4,000
|
Item
8.01
|
Other
Events.
|
Item
9.01
|
Financial
Statements and Exhibits.
|
|
(d)
|
Exhibits.
|
|
EXHIBIT
NUMBER
|
EXHIBIT
DESCRIPTION
|
|
|
Covenant
Transportation Group, Inc. press release announcing new holding company
name and management changes.
|
|
|
Amended
and Restated Articles of Incorporation of Covenant Transportation
Group,
Inc.
|
COVENANT
TRANSPORTATION GROUP, INC.
|
||
Date:
May 29, 2007
|
By:
|
/s/ Joey B. Hogan |
Joey
B. Hogan
Senior
Executive Vice President and
Chief
Operating Officer
|