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):
April 9,
2008
_____________________________________________________________________
COVENANT
TRANSPORTATION GROUP, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-24960
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88-0320154
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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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400
Birmingham Hwy., Chattanooga, TN
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37419
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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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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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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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[ ]
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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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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
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On April
9, 2008, Hugh O. Maclellan, Jr., a member of the Board of Directors (the
"Board") of Covenant Transportation Group, Inc., a Nevada corporation (the
"Company"), provided notice to the Company of his decision not to stand for
reelection to the Board at the next Annual Meeting of Stockholders in order to
allow additional time with his family and to pursue other
interests. In announcing Mr. Maclellan's decision, Chairman and Chief
Executive Officer David Parker stated: "I would like to thank one of
our original outside board members, Hugh O. Maclellan, Jr., for his many years
of service to Covenant. Hugh turned 68 this year and has decided not
to stand for reelection to the Board. Hugh has resolved to devote all
of his energy toward his family, the Maclellan Foundation, and the worldwide
work of his ministry. Hugh has been a trusted friend and counselor,
and we will miss his presence at our Board meetings."
Mr. Maclellan added: "It has
been an honor to serve the Company as a member of the Board of Directors for the
past 14 years. Covenant has an exceptional Board and management team,
and I could not have asked for a better relationship."
After giving effect to Mr. Maclellan's
decision not to stand for reelection, the majority of the members of the Board
will continue to be independent.
On April
9, 2008, the Compensation Committee of the Company's Board of Directors (the
"Compensation Committee") approved a special bonus to Tony Smith, President of
Southern Refrigerated Transport, Inc. ("SRT"), in the amount of $12,500, in
order to reward Mr. Smith for his efforts in managing additional trucks that SRT
was asked to manage as part of the Company's realignment.
Based upon the failure to achieve
performance targets for the year ended December 31, 2007, there were no other
bonuses paid to the Company's named executive officers for the year ended
December 31, 2007.
Additionally, on April 9, 2008, the
Compensation Committee approved performance-based bonus opportunities for 2008,
which were approved under the Company's 2006 Omnibus Incentive Plan (the
"Incentive Plan"), pursuant to which each of David R. Parker, Joey B. Hogan,
Tony Smith, and James "Jim" Brower, as four of our six named executive officers,
is eligible to receive a bonus of up to 50% of his 2008 base salary upon the
Company's achievement of certain performance targets. No
performance-based opportunity was considered for the two remaining named
executive officers. The bonus opportunities are based upon operating
income and operating ratio targets. Each of the foregoing eligible
recipients must accept at least 25% of his bonus for 2008, if any, in the form
of Class A common stock under the Incentive Plan and may choose to receive up to
100% of the bonus in Class A common stock under the Incentive Plan.
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
TRANSPORTATION GROUP, INC.
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Date:
April 15, 2008
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By:
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/s/
Joey B. Hogan
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Joey
B. Hogan
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Senior
Executive Vice President and Chief Operating
Officer
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