[ ]
|
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
|
|
(3)
|
Filing
Party:
|
N/A
|
|
(4)
|
Date
Filed:
|
N/A
|
1.
|
To
consider and act upon a proposal to elect five (5) directors;
and
|
2.
|
To
consider and act upon such other matters as may properly come before the
meeting and any adjournment
thereof.
|
Important
Notice Regarding the Availability of Proxy Materials for the
Meeting
of Stockholders to Be Held on May 6,
2010
|
By
Order of the Board of Directors,
|
|
/s/ David R.
Parker
|
|
David
R. Parker
|
|
Chairman
of the Board of Directors
|
GENERAL
INFORMATION
|
|
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
Report
|
|
Risks Presented by the Company’s
Compensation
Programs
|
|
Compensation Committee Interlocks
and Insider
Participation
|
|
The Nominating and Corporate
Governance
Committee
|
|
Our Executive
Officers
|
|
Section 16(a) Beneficial
Ownership Reporting
Compliance
|
|
Code of Conduct and
Ethics
|
|
EXECUTIVE
COMPENSATION
|
|
Compensation Discussion and
Analysis
|
|
Overview and Philosophy of
Compensation
|
|
Elements of
Compensation
|
|
Base
Salary
|
|
Incentive
Compensation
|
|
Long-Term
Incentives
|
|
Performance-Based Annual
Bonuses
|
|
Other
Compensation
|
|
Employee
Benefits
|
|
Compensation Paid to Our Named
Executive
Officers
|
|
Compensation Paid to Our Chief
Executive
Officer
|
|
Compensation Paid to Our Other
Named Executive
Officers
|
|
Compensation Decisions with
Respect to
2010
|
|
Separation and Severance
Agreements
|
|
Summary Compensation
Table
|
|
All Other Compensation
Table
|
|
Narrative to the Summary
Compensation
Table
|
|
Grants of Plan-Based
Awards
|
|
Narrative to Grants of Plan-Based
Awards
|
|
Outstanding Equity Awards at
Fiscal
Year-End
|
|
Director
Compensation
|
|
Narrative to 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
|
|
STOCKHOLDER
PROPOSALS
|
|
OTHER
MATTERS
|
•
|
is
independent under NASDAQ Rule 5605(a)(2);
|
•
|
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
|
|
Dr. Niel B.
Nielson
|
Compensation
Committee:
|
|
Dr. Niel B. Nielson,
Chairman
|
|
William T.
Alt
|
•
|
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.
|
2009
Incremental Ranges of Performance Targets
(Consolidated)
|
||
Consolidated
Operating
Income
($)
(000s)
|
Consolidated
Operating
Ratio
(%)
|
%
of Bonus
Opportunity
Paid as
Bonus
(%)
|
17,951
|
96.8
|
50.0
|
22,289
|
96.0
|
75.0
|
26,515
|
95.3
|
100.0
|
29,333
|
95.3
|
125.0
|
32,150
|
95.3
|
150.0
|
2009
Incremental Ranges of Performance Targets (SRT)
|
||
SRT
Operating
Income
($)
(000s)
|
SRT
Operating
Ratio
(%)
|
%
of Bonus
Opportunity
Paid as
Bonus
(%)
|
7,613
|
93.5
|
50.0
|
8,517
|
92.8
|
75.0
|
9,398
|
92.0
|
100.0
|
9,986
|
92.0
|
125.0
|
10,573
|
92.0
|
150.0
|
2009
Incremental Ranges of Performance Targets (Star)
|
||
Star
Operating
Income
($)
(000s)
|
Star
Operating
Ratio
(%)
|
%
of Bonus
Opportunity
Paid as
Bonus
(%)
|
2,544
|
95.5
|
50.0
|
2,981
|
94.8
|
75.0
|
3,407
|
94.0
|
100.0
|
3,691
|
94.0
|
125.0
|
3,974
|
94.0
|
150.0
|
2010
Incremental Ranges of Performance Targets
(Consolidated)
|
||
Consolidated
Operating
Income
($)
(000s)
|
Consolidated
Operating
Ratio
(%)
|
%
of Bonus
Opportunity
Paid as
Bonus
(%)
|
23,200
|
95.6
|
100.0
|
25,589
|
95.2
|
110.0
|
27,872
|
94.7
|
120.0
|
30,102
|
94.3
|
130.0
|
32,384
|
93.9
|
140.0
|
34,880
|
93.4
|
150.0
|
2010
Incremental Ranges of Performance Targets (SRT)
|
||
SRT
Operating
Income
($)
(000s)
|
SRT
Operating
Ratio
(%)
|
%
of Bonus
Opportunity
Paid as
Bonus
(%)
|
9,732
|
92.1
|
100.0
|
10,284
|
91.6
|
110.0
|
10,812
|
91.2
|
120.0
|
11,328
|
90.8
|
130.0
|
11,856
|
90.3
|
140.0
|
12,433
|
89.9
|
150.0
|
2010
Incremental Ranges of Performance Targets (Star)
|
||
Star
Operating
Income
($)
(000s)
|
Star
Operating
Ratio
(%)
|
%
of Bonus
Opportunity
Paid as
Bonus
(%)
|
3,464
|
94.1
|
100.0
|
3,729
|
93.7
|
110.0
|
3,982
|
93.2
|
120.0
|
4,229
|
92.8
|
130.0
|
4,482
|
92.4
|
140.0
|
4,759
|
91.9
|
150.0
|
Name
|
Value
of Accelerated Stock
Options ($) |
Value
of Accelerated
Restricted
Stock ($)
|
David
R. Parker
|
-
|
421,779
|
Richard
B. Cribbs
|
-
|
122,524
|
Joey
B. Hogan
|
-
|
285,564
|
Tony
Smith
|
-
|
238,656
|
James
"Jim" Brower
|
-
|
207,237
|
Name
and
Principal
Position
|
Year
|
Salary
($)(1)
|
Bonus
($)
|
Stock
Awards(2)
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
All
Other
Compensation(3)
($)
|
Total
($)
|
David
R. Parker, Chief
Executive Officer, Chairman, and President
|
2009
2008
2007
|
535,500
535,500
535,500
|
-
-
-
|
34,875
65,813
3,240
|
-
-
-
|
147,966
156,153
158,368
|
718,341
757,466
697,108
|
Richard
B. Cribbs,(4)
Senior
Vice President and Chief Financial Officer
|
2009
2008
|
175,000
164,904
|
-
-
|
23,250
46,875
|
-
-
|
9,173
5,228
|
207,423
217,007
|
Joey
B. Hogan, Senior
Executive Vice President and Chief Operating Officer
|
2009
2008
2007
|
275,000
275,000
252,273
|
-
-
-
|
27,900
52,650
3,240
|
-
-
-
|
13,454
21,010
21,017
|
316,354
348,660
276,530
|
Tony
Smith, President
of Southern Refrigerated Transport, Inc.
|
2009
2008
2007
|
250,000
250,000
248,581
|
-
-
12,500
|
23,250
43,875
3,240
|
60,000
-
-
|
12,231
16,736
17,478
|
345,481
310,611
281,799
|
James
"Jim" Brower, President
of Star Transportation, Inc.
|
2009
2008
2007
|
200,000
200,000
200,000
|
-
-
-
|
23,250
43,875
3,240
|
-
-
-
|
3,834
184
7,888
|
227,084
244,059
211,128
|
(1)
|
Effective
January 1, 2009, Messrs. Parker and Hogan voluntarily reduced their
salaries by $42,900 and $22,000, respectively. Effective April
1, 2009, Messrs. Parker and Hogan voluntarily reduced their salaries
further by $8,033 and $4,125, respectively, and Messrs. Cribbs, Smith, and
Brower voluntarily reduced their salaries by $8,750, $25,000, and $10,000,
respectively. Each Named Executive Officer received a grant of
restricted stock to compensate for their respective forgone
salary.
|
(2)
|
The
amounts included in this column represent the aggregate grant date fair
value of the awards granted to each Named Executive Officer in accordance
with FASB ASC Topic 718, excluding $50,873 for Mr. Parker, $8,750 for Mr.
Cribbs, $26,125 for Mr. Hogan, $25,000 for Mr. Smith, and $10,000 for Mr.
Brower related to grants of restricted stock to compensate for foregone
salary. The value ultimately realized by the director may or
may not be equal to this determined value. For additional
information on the valuation assumptions with respect to the 2009 grants,
refer to note
4, Share-Based
Compensation, of our consolidated financial statements as provided
in the Form 10-K for the year-ended December 31, 2009, as filed with the
SEC. See the Grants of
Plan-Based Awards Table for information on awards made in
2009. This fair value does not represent cash received by the
executive in 2009, but potential earnings contingent on continued
employment and/or the Company's future performance. Because
such awards add value to the recipient only when stockholders benefit from
stock price appreciation, such awards further align management's interest
with those of our stockholders.
|
(3)
|
See the All Other
Compensation Table for additional information.
|
(4)
|
Mr.
Cribbs was not a Named Executive Officer for
2007.
|
Name
|
Year
|
Perquisites
and
Other
Personal
Benefits
($)
|
Insurance
Premiums
($)
|
Contributions
to
Retirement
and
401(k)
Plans(4)
($)
|
Total
($)
|
David
R. Parker
|
2009
|
47,966(1)
|
100,000(3)
|
-
|
147,966
|
Richard
B. Cribbs
|
2009
|
9,173(2)
|
-
|
-
|
9,173
|
Joey
B. Hogan
|
2009
|
13,454(2)
|
-
|
-
|
13,454
|
Tony
Smith
|
2009
|
12,231(2)
|
-
|
-
|
12,231
|
James
"Jim" Brower
|
2009
|
3,834(2)
|
-
|
-
|
3,834
|
(1)
|
During
2009, we provided Mr. Parker with certain other benefits in addition to
his salary, including a $34,246 cash vehicle allowance, use of our
corporate travel agency to arrange personal travel, and use of our
administrative personnel for personal services. During 2009, we
also paid for certain of Mr. Parker's club fees and
dues.
|
(2)
|
During
2009, we provided the Named Executive Officer with certain other benefits
in addition to his base salary, including a cash vehicle allowance and use
of our corporate travel agency to arrange personal travel. None
of the personal benefits provided to the Named Executive Officer exceeded
the greater of $25,000 or 10% of the total amount of the personal benefits
he received during 2009.
|
(3)
|
During
2009, we paid Mr. Parker the value of certain life insurance premiums, as
a result of arrangements entered into during a time when split-dollar
insurance policies were common. Subsequent to adoption of the
Sarbanes-Oxley Act of 2002, we converted the policy to a company-paid
policy to honor the pre-existing obligation to
Mr. Parker.
|
(4)
|
There
were no contributions made to the Named Executive Officers’ 401(k)
accounts in 2009 as the Board of Directors approved the suspension of
employee matching "discretionary" contributions to be made beginning early
in 2009 for an indefinite time
period.
|
Name
|
Grant
Date
|
Estimated
Future Payouts
Under
Non-Equity Incentive
Plan
Awards(1)
|
Estimated
Future Payouts Under
Equity
Incentive Plan Awards(2)
|
Grant
Date
Fair
Value
of
Stock
and
Option
Awards(3)
($)
|
||||
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
|||
David
R. Parker
|
3/31/09
9/14/09
|
-
-
133,875
|
-
-
267,750
|
-
-
401,625
|
-
-
-
|
25,310
7,500
-
|
-
-
-
|
50,873
34,875
-
|
Richard
B. Cribbs
|
3/31/09
9/14/09
|
-
-
43,750
|
-
-
87,500
|
-
-
131,250
|
-
-
-
|
4,353
5,000
-
|
-
-
-
|
8,750
23,250
-
|
Joey
B. Hogan
|
3/31/09
9/14/09
|
-
-
68,750
|
-
-
137,500
|
-
-
206,250
|
-
-
-
|
12,997
6,000
-
|
-
-
-
|
26,124
27,900
-
|
Tony
Smith
|
3/31/09
9/14/09
|
-
-
62,500
|
-
-
125,000
|
-
-
187,500
|
-
-
-
|
12,438
5,000
-
|
-
-
-
|
25,000
23,250
-
|
James
"Jim" Brower
|
3/31/09
9/14/09
|
-
-
50,000
|
-
-
100,000
|
-
-
150,000
|
-
-
-
|
4,975
5,000
-
|
-
-
-
|
10,000
23,250
-
|
(1)
|
These
columns represent the approximate value of the payout to the Named
Executive Officer based upon the attainment of specified performance
targets that were established by the Compensation Committee in March 2009.
The performance targets are related to our consolidated performance,
except with respect to Messrs. Smith's and Brower's bonuses where the
targets are weighted 80% to the performance of SRT and Star, respectively,
and 20% on our consolidated performance. The bonus threshold,
target, and maximum set forth above are based upon the Named Executive
Officer's 2009 base salary (prior to any voluntary salary
reduction). The Compensation Committee also created specific
parameters for awarding bonuses to the Named Executive Officer within
certain incremental ranges of achievement of the performance targets,
subject to upward and downward adjustments. See the
Compensation Discussion and Analysis for additional detail with respect to
the performance targets. As we failed to achieve the
performance targets, or any incremental ranges of the performance targets,
no performance bonuses were awarded to the Named Executive Officers for
fiscal 2009 under the 2009 Bonus Plan, except for Mr. Smith who received
$60,000 based on SRT obtaining a 92.9% operating ratio for fiscal
2009. Additionally, no amount is shown in the "Non-Equity
Incentive Plan Compensation" column of the Summary Compensation Table for
fiscal 2009, and no amount related to the 2009 Bonus Plan is potentially
owing any Named Executive Officer.
|
(2)
|
This
column represents the potential number of shares to be awarded to the
Named Executive Officer based upon the vesting requirements that were
established by the Compensation Committee for each tranche of awards 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 in
accordance with FASB ASC Topic 718 (formerly FAS 123R) granted to the
Named Executive Officers in 2009. For purposes of the March 31,
2009 grants, the fair value was calculated using the closing price ($2.01)
of our Class A common stock on the date two full trading days following
release of the Company’s first quarter 2009 earnings, which was the date
the number of restricted shares granted to each recipient was
determined. For purposes of the September 14, 2009 grants, the
fair value was calculated using the closing price of our Class A common
stock on that date ($4.65). For additional information on the
valuation assumptions, refer to note 4, Share-Based
Compensation, of our consolidated financial statements in the Form
10-K for the year-ended December 31, 2009, as filed with the
SEC. These amounts reflect our accounting expense, and do not
correspond to the actual value that will be recognized by the Named
Executive Officers.
|
Option
Awards
|
Stock
Awards
|
||||||
Name
|
Grant
Date
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Option
Exercise
Price
($)
|
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(7)
($)
|
David
R. Parker
|
02/29/00
|
7,206
|
-
|
13.13
|
03/31/10
|
-
|
-
|
05/18/00
|
6,666
|
-
|
12.19
|
05/18/10
|
-
|
-
|
|
05/18/00
|
3,334
|
-
|
12.19
|
05/18/10
|
-
|
-
|
|
07/27/00
|
9,429
|
-
|
8.00
|
07/27/10
|
-
|
-
|
|
07/27/00
|
100,571
|
-
|
8.00
|
07/27/10
|
-
|
-
|
|
05/17/01
|
3,333
|
-
|
16.79
|
05/17/11
|
-
|
-
|
|
05/17/01
|
6,667
|
-
|
16.79
|
05/17/11
|
-
|
-
|
|
05/16/02
|
6,194
|
-
|
15.39
|
05/16/12
|
-
|
-
|
|
05/16/02
|
3,806
|
-
|
15.39
|
05/16/12
|
-
|
-
|
|
02/20/03
|
5,780
|
-
|
17.30
|
02/20/13
|
-
|
-
|
|
02/20/03
|
1,111
|
-
|
17.30
|
02/20/13
|
-
|
-
|
|
05/22/03
|
6,095
|
-
|
17.63
|
05/22/13
|
-
|
-
|
|
05/22/03
|
3,905
|
-
|
17.63
|
05/22/13
|
-
|
-
|
|
05/27/04
|
10,000
|
-
|
15.71
|
05/27/14
|
-
|
-
|
|
02/16/05
|
5,690
|
-
|
21.43
|
02/16/15
|
-
|
-
|
|
05/10/05
|
10,000
|
-
|
13.64
|
05/10/15
|
-
|
-
|
|
05/23/06
|
-
|
-
|
-
|
-
|
50,000(1)
|
210,500
|
|
05/23/06
|
-
|
-
|
-
|
-
|
4,000(2)
|
16,840
|
|
05/22/07
|
-
|
-
|
-
|
-
|
4,000(3)
|
16,840
|
|
07/01/08
|
-
|
-
|
-
|
-
|
9,375(4)
|
39,469
|
|
03/31/09
|
-
|
-
|
-
|
-
|
25,310(5)
|
106,555
|
|
09/14/09
|
-
|
-
|
-
|
-
|
7,500(6)
|
31,575
|
|
Richard
B. Cribbs
|
05/23/06
|
2,500
|
-
|
12.79
|
05/23/16
|
-
|
-
|
05/23/06
|
-
|
-
|
-
|
-
|
1,500(2)
|
6,315
|
|
05/22/07
|
-
|
-
|
-
|
-
|
2,000(3)
|
8,420
|
|
05/22/07
|
-
|
-
|
-
|
-
|
10,000(1)
|
42,100
|
|
07/01/08
|
-
|
-
|
-
|
-
|
6,250(4)
|
26,313
|
|
03/31/09
|
-
|
-
|
-
|
-
|
4,353(5)
|
18,326
|
|
09/14/09
|
-
|
-
|
-
|
-
|
5,000(6)
|
21,050
|
|
Joey
B. Hogan
|
02/29/00
|
2,272
|
-
|
13.13
|
03/01/10
|
-
|
-
|
05/18/00
|
3,333
|
-
|
12.19
|
05/18/10
|
-
|
-
|
|
05/18/00
|
6,667
|
-
|
12.19
|
05/18/10
|
-
|
-
|
|
07/27/00
|
2,423
|
-
|
8.00
|
07/27/10
|
-
|
-
|
|
07/27/00
|
27,577
|
-
|
8.00
|
07/27/10
|
-
|
-
|
|
05/17/01
|
3,333
|
-
|
16.79
|
05/17/11
|
-
|
-
|
|
05/17/01
|
6,667
|
-
|
16.79
|
05/17/11
|
-
|
-
|
|
05/16/02
|
6,194
|
-
|
15.39
|
05/16/12
|
-
|
-
|
|
05/16/02
|
3,806
|
-
|
15.39
|
05/16/12
|
-
|
-
|
|
02/20/03
|
2,612
|
-
|
17.30
|
02/20/13
|
-
|
-
|
|
05/22/03
|
2,762
|
-
|
17.63
|
05/22/13
|
-
|
-
|
|
05/22/03
|
7,238
|
-
|
17.63
|
05/22/13
|
-
|
-
|
|
05/27/04
|
10,000
|
-
|
15.71
|
05/27/14
|
-
|
-
|
|
02/16/05
|
2,285
|
-
|
21.43
|
02/16/15
|
-
|
-
|
|
05/10/05
|
10,000
|
-
|
13.64
|
05/10/15
|
-
|
-
|
|
05/23/06
|
-
|
-
|
-
|
-
|
33,333(1)
|
140,332
|
|
05/23/06
|
-
|
-
|
-
|
-
|
4,000(2)
|
16,840
|
|
05/22/07
|
-
|
-
|
-
|
-
|
4,000(3)
|
16,840
|
|
07/01/08
|
-
|
-
|
-
|
-
|
7,500(4)
|
31,575
|
|
03/31/09
|
-
|
-
|
-
|
-
|
12,997(5)
|
54,717
|
|
09/14/09
|
-
|
-
|
-
|
-
|
6,000(6)
|
25,260
|
Option
Awards
|
Stock
Awards
|
||||||
Name
|
Grant
Date
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
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(7)
($)
|
Tony
Smith
|
07/27/00
|
4,062
|
-
|
8.00
|
07/27/10
|
-
|
-
|
07/27/00
|
938
|
-
|
8.00
|
07/27/10
|
-
|
-
|
|
05/17/01
|
4,613
|
-
|
16.79
|
05/17/11
|
-
|
-
|
|
05/17/01
|
387
|
-
|
16.79
|
05/17/11
|
-
|
-
|
|
05/16/02
|
3,652
|
-
|
15.39
|
05/16/12
|
-
|
-
|
|
05/16/02
|
348
|
-
|
15.39
|
05/16/12
|
-
|
-
|
|
08/28/03
|
5,000
|
-
|
17.00
|
08/28/13
|
-
|
-
|
|
08/28/03
|
2,500
|
-
|
17.00
|
08/28/13
|
-
|
-
|
|
05/27/04
|
2,354
|
-
|
15.71
|
05/27/14
|
-
|
-
|
|
05/27/04
|
5,146
|
-
|
15.71
|
05/27/14
|
-
|
-
|
|
02/16/05
|
2,076
|
-
|
21.43
|
02/16/15
|
-
|
-
|
|
05/10/05
|
10,000
|
-
|
13.64
|
05/10/15
|
-
|
-
|
|
05/23/06
|
-
|
-
|
-
|
-
|
25,000(1)
|
105,250
|
|
05/23/06
|
-
|
-
|
-
|
-
|
3,000(2)
|
12,630
|
|
07/31/06
|
-
|
-
|
-
|
-
|
1,000(2)
|
4,210
|
|
05/22/07
|
-
|
-
|
-
|
-
|
4,000(3)
|
16,840
|
|
07/01/08
|
-
|
-
|
-
|
-
|
6,250(4)
|
26,313
|
|
03/31/09
|
-
|
-
|
-
|
-
|
12,438(5)
|
52,364
|
|
09/14/09
|
-
|
-
|
-
|
-
|
5,000(6)
|
21,050
|
|
James
"Jim" Brower
|
09/21/06
|
-
|
-
|
-
|
-
|
25,000(1)
|
105,250
|
09/21/06
|
-
|
-
|
-
|
-
|
4,000(2)
|
16,840
|
|
05/22/07
|
-
|
-
|
-
|
-
|
4,000(3)
|
16,840
|
|
07/01/08
|
-
|
-
|
-
|
-
|
6,250(4)
|
26,313
|
|
03/31/09
|
-
|
-
|
-
|
-
|
4,975(5)
|
20,945
|
|
09/14/09
|
-
|
-
|
-
|
-
|
5,000(6)
|
21,050
|
(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 adjusted
earnings per share target of $2.00, though no 2007 vesting target was
provided for the grant of the 10,000 restricted shares to Mr. Cribbs, as
such award was granted after 2006. The adjusted
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 of a particular vesting date as a result
of failure to reach a particular target will automatically be forfeited;
provided, that such shares that do not vest as of a particular vesting
date will be eligible for vesting and will vest if we meet a subsequent
target, subject to continued employment. 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)
|
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 $0.25
in 2007, $.50 in 2008, $1.00 in 2009, and $1.50 in 2010. Any
percentage that fails to vest as of a particular vesting date as a result
of failure to reach a particular target will automatically be forfeited;
provided, that such shares that do not vest as of a particular vesting
date will be eligible for vesting and will vest if we meet a subsequent
target,
|
subject to continued employment. 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. | ||
(4)
|
Subject
to the terms of the award notice, the restricted shares will vest on June
30, 2010, subject to continued employment.
|
|
(5)
|
Subject
to the terms of the award notice, the restricted shares will vest as
follows: (i) 33% when and to the extent the Company’s Class A common stock
trades at or above $4.00 for thirty consecutive trading days during the
period beginning January 1, 2010, and ending December 31, 2011, (ii) 33%
when and to the extent the Company's Class A common stock trades at or
above $6.00 for thirty consecutive trading days during the period
beginning January 1, 2010, and ending December 31, 2011, and (iii) 34%
when and to the extent the Company’s Class A common stock trades at or
above $8.00 for thirty consecutive trading days during the period
beginning January 1, 2010, and ending December 31,
2011.
|
|
(6)
|
Subject
to the terms of the award notice, the restricted shares will vest when and
if the Compensation Committee certifies that, for the fiscal year ending
December 31, 2010, the Company's consolidated diluted earnings per share,
subject to adjustments for potential certain non-cash items, is equal to
or greater than $0.05.
|
|
(7)
|
The
market value was calculated by multiplying the closing market price of our
stock on December 31, 2009, which was $4.21, by the number of restricted
shares that have not vested.
|
Name
|
Fees
Earned or Paid
in
Cash(1)
($)
|
Stock
Awards(2)
($)
|
Total
($)
|
William
T. Alt
|
$32,000
|
25,000
|
$57,000
|
Robert
E. Bosworth
|
$32,500
|
25,000
|
$57,500
|
Bradley
A. Moline
|
$32,500
|
25,000
|
$57,500
|
Dr.
Niel B. Nielson
|
$35,000
|
25,000
|
$60,000
|
(1)
|
This
column represents the amount of cash compensation earned in 2009 for Board
and committee service.
|
(2)
|
This
column represents the dollar amount recognized for financial statement
reporting purposes with respect to the 2009 fiscal year for the fair value
of stock awards granted to each director in 2009, in accordance with FASB
ASC Topic 718. Directors who are not our employees received
shares of our Class A common stock with a market value on the grant date
equivalent to approximately $25,000. The directors can only
sell these shares if, after the sale, they maintain a minimum of $100,000
in value of our Class A common
stock.
|
•
|
Each
of our directors, director nominees, 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
|
6,029,656(4)
|
29.0%
of Class A
100%
of Class B
40.1%
of Total(5)
|
Class
A common
|
Joey
B. Hogan
|
225,581(6)
|
1.8%
of Class A
1.5%
of Total
|
Class
A common
|
Richard
B. Cribbs
|
50,680(7)
|
*
|
Class
A common
|
Tony
Smith
|
112,360(8)
|
*
|
Class
A common
|
James
"Jim" Brower
|
55,475(9)
|
*
|
Class
A common
|
William
T. Alt
|
34,989
|
*
|
Class
A common
|
Robert
E. Bosworth
|
56,157(10)
|
*
|
Class
A common
|
Bradley
A. Moline
|
28,489
|
*
|
Class
A common
|
Dr.
Niel B. Nielson
|
28,489
|
*
|
Class
A common
|
Wells
Fargo & Company
|
1,201,410(11)
|
9.5%
of Class A
8.0%
of Total
|
Class
A common
|
Donald
Smith & Co., Inc.
|
1,087,321(12)
|
8.6%
of Class A
7.2%
of Total
|
Class
A common
|
Dimensional
Fund Advisors LP
|
996,120(13)
|
7.9%
of Class A
6.6%
of Total
|
Class
A common
|
Wellington
Management Company, LLP
|
1,433,845(14)
|
11.3%
of Class A
9.5%
of Total
|
Class
A & Class B common
|
All
directors and executive officers as a group (12
persons)
|
6,824,300(15)
|
45.4%
of Total
|
*
|
Less
than one percent (1%).
|
(1)
|
The
business address of Mr. and Mrs. Parker and the other directors,
director nominees, Named Executive Officers and the other executive
officers is 400 Birmingham Highway, Chattanooga,
TN 37419. The business addresses of the remaining entities
listed in the table above are: Wells Fargo & Company,
420 Montgomery Street, San Francisco, CA 94104; Dimensional
Fund Advisors LP, Palisades West, Building One, 6300 Bee Cave Road,
Austin, Texas 78746; Donald Smith & Co., Inc., 152 West 57th
Street, New York, NY 10019; and Wellington
Management Company, LLP 75 State Street, Boston, MA
02109.
|
(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 or will become exercisable within 60 days from March 16, 2010
held by the following individuals: Mr. Parker–189,787; Mr.
Joey Hogan–97,169; Mr. Cribbs–2,500; Mr. Smith–41,076;
Mr. Brower–0; Mr. Alt–12,500; Mr. Bosworth–15,000;
Mr. Moline–7,500; and Dr. Nielson-7,500. In addition,
beneficial ownership includes shares of restricted Class A common stock
subject to certain vesting and holding provisions held by the following
individuals: Mr. Parker–117,078; Mr. Joey Hogan–67,830;
Mr. Cribbs–31,864; Mr. Smith–56,688; and
Mr. Brower–49,225. 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 (the number of
shares reported as beneficially owned is equal to the following
individuals' March 31, 2010 account balance in the employer stock
fund under the Company's 401(k) plan divided by the closing price on such
date): Mr. Parker–24,939; Mr. Hogan–49,682; Mr. Cribbs–7,572;
Mr. Smith–0; and Mr. Brower–0.
|
(3)
|
Shares
of Class A common stock underlying stock options that are currently
exercisable or will be exercisable within 60 days following March 16, 2010
are deemed to be outstanding for purposes of computing the percentage
ownership of the person holding such options and the percentage ownership
of all directors and executive officers 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 16, 2010, for any
executive officer, director, or director nominee of the
Company.
|
(4)
|
Comprised
of 3,247,852 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; 189,787 shares of Class A
common stock underlying Mr. Parker's stock options that are currently
exercisable; 117,078 shares of restricted Class A common stock; and 24,939
shares allocated to the account of Mr. Parker under our 401(k) plan
(the number of shares reported as beneficially owned is equal to Mr.
Parker's March 31, 2010 account balance in the employer stock fund under
the Company's 401(k) plan divided by the closing price on such
date). The restricted Class A common stock is subject to
vesting and, in certain circumstances, 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 29.0% 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 48.2% of the
voting power of all outstanding voting shares.
|
(6)
|
Comprised
of 10,900 shares of Class A common stock owned by Mr. Hogan and
Melinda J. Hogan as joint tenants, 97,169 shares of Class A common
stock underlying stock options, 67,830 shares of restricted Class A common
stock, and 49,682 shares held by Mr. Hogan in our 401(k) plan (the number
of shares reported as beneficially owned is equal to Mr. Hogan's March 31,
2010 account balance in the employer stock fund under the Company's 401(k)
plan divided by the closing price on such date). The restricted
Class A common stock is subject to vesting and, in certain circumstances,
holding provisions.
|
(7)
|
Comprised
of 8,744 shares of Class A common stock owned directly, 2,500 shares of
Class A common stock underlying stock options that are currently
exercisable, 31,864 shares of restricted Class A common stock, and 7,572
shares held by Mr. Cribbs in our 401(k) plan (the number of shares
reported as beneficially owned is equal to Mr. Cribbs’ March 31, 2010
account balance in the employer stock fund under the Company's 401(k) plan
divided by the closing price on such date). The restricted
Class A common stock is subject to vesting and, in certain circumstances,
holding provisions.
|
(8)
|
Comprised
of 14,596 shares of Class A common stock owned by Mr. Smith and Kathy
Smith as joint tenants with rights of survivorship, 41,076 shares of Class
A common stock underlying stock options, and 56,688 shares of restricted
Class A common stock. The restricted Class A common stock is
subject to vesting and, in certain circumstances, holding
provisions.
|
(9)
|
Comprised
of 6,250 shares of Class A common stock and 49,225 shares of restricted
Class A common stock. The restricted Class A common stock is
subject to vesting and, in certain circumstances, holding
provisions.
|
(10)
|
Comprised
of 20,989 shares of Class A common stock owned directly, 20,168 shares of
Class A common stock held in an individual retirement account, and
15,000 shares of Class A common stock underlying stock
options.
|
(11)
|
As
reported on Schedule 13G/A filed with the SEC on January 12,
2010. 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, 2009. | |
(12)
|
As
reported on Schedule 13G filed with the SEC on February 11,
2010. Represents aggregate beneficial ownership on a
consolidated basis reported by Donald Smith & Co., Inc. and includes
shares of Class A common stock beneficially owned by advisory clients of
Donald Smith & Co., Inc. Information is as of December 31,
2009.
|
(13)
|
As
reported on Schedule 13G/A filed with the SEC on February 8,
2010. Represents aggregate beneficial ownership on a
consolidated basis reported by Dimensional Fund Advisors LP and includes
shares of Class A common stock beneficially owned by advisory clients of
Dimensional Fund Advisors LP. Information is as of December 31,
2009.
|
(14)
|
As
reported on Schedule 13G filed with the SEC on February 12,
2010. Represents aggregate beneficial ownership on a
consolidated basis reported by Wellington Management Company, LLP and
includes shares of Class A common stock beneficially owned by advisory
clients of Wellington Management Company, LLP. Information is
as of December 31, 2009.
|
(15)
|
The
other executive officers are R.H. Lovin, Jr., M. David Hughes, and M. Paul
Bunn. Mr. Lovin beneficially owns 126,121 shares of Class
A common stock, which are comprised of 3,486 shares of Class A common
stock owned directly, 57,932 shares of Class A common stock underlying Mr.
Lovin's stock options that are currently exercisable, 53,640 shares of
restricted Class A common stock, and 11,063 shares allocated
to the account of Mr. Lovin under our 401(k) plan (the number of
shares reported as beneficially owned is equal to Mr. Lovin's March 31,
2010 account balance in the employer stock fund under the Company's 401(k)
plan divided by the closing price on such date). Mr. Hughes
beneficially owns 67,802 shares of Class A common stock, which are
comprised of 14,971 shares of Class A common stock, 44,384 shares of
restricted Class A common stock and 8,447 shares allocated to the account
of Mr. Hughes under our 401(k) plan (the number of shares reported as
beneficially owned is equal to Mr. Hughes' March 31, 2010 account balance
in the employer stock fund under the Company's 401(k) plan divided by the
closing price on such date). Mr. Bunn beneficially owns
8,501 shares
of Class A common stock, which are comprised of 7,301 shares of
restricted Class A common stock and 1,200 shares allocated
to the account of Mr. Bunn under our 401(k) plan (the number of
shares reported as beneficially owned is equal to Mr. Bunn's March 31,
2010 account balance in the employer stock fund under the Company's 401(k)
plan divided by the closing price on such date). The restricted
Class A common stock is subject to vesting and, in certain circumstances,
holding provisions. The shares detailed in this footnote are
included in the calculation of all directors and executive officers as a
group.
|
Fiscal
2009
|
Fiscal
2008
|
||
Audit
Fees(1)
|
$606,668
|
$738,124
|
|
Audit-Related
Fees(2)
|
0
|
0
|
|
Tax
Fees(3)
|
66,664
|
68,427
|
|
All
Other Fees(4)
|
0
|
0
|
|
Total
|
$673,332
|
$806,551
|
(1)
|
Represents
the aggregate fees billed and expenses 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.
|
(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 and expenses for fiscal 2009 or
fiscal 2008.
|
(3)
|
Represents
the aggregate fees billed for professional services rendered by KPMG for
tax compliance, tax advice, and tax planning
|
(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 2009 or fiscal
2008.
|
Covenant
Transportation Group, Inc.
|
|
/s/ David R.
Parker
|
|
David
R. Parker
|
|
Chairman
of the Board of Directors
|
|
April
9, 2010
|
Using
a black ink pen, mark your
votes with an X as
shown in this example. Please do not write outside the
designated areas.
|
[X]
|
PLEASE
FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE
ENCLOSED ENVELOPE.
|
A Proposals — The Board of
Directors recommends a vote FOR all the nominees listed, and
FOR granting the proxies
discretionary authority.
|
1.
|
Election
of Directors:
|
01
– William T. Alt
|
02
– Robert E. Bosworth
|
03
– Bradley A. Moline
|
||
04
– Niel B. Nielson
|
05
– David R. Parker
|
[ ]
|
Mark
here to vote FOR all
nominees
|
[ ]
|
Mark
here to vote WITHHOLD vote from all
nominees
|
01
|
02
|
03
|
04
|
05
|
||
[ ]
|
For All EXCEPT – To withhold a
vote for one or more nominees, mark the box to the left and the
corresponding numbered box(es) to the right.
|
[ ]
|
[ ]
|
[ ]
|
[ ]
|
[ ]
|
GRANT
AUTHORITY
to vote
|
WITHHOLD
AUTHORITY
to
vote
|
Abstain
|
||
2.
|
In
their discretion, the attorneys and proxies are authorized to vote upon
such other matters as may properly come before the meeting or any
adjournment thereof.
|
[ ]
|
[ ]
|
[ ]
|
B Authorized Signatures —
This section must be completed for your vote to be counted. — Date and
Sign Below
|
||||
Please
sign above exactly as your name appears at the upper left. When
shares are held by joint tenants, both shall sign. When signing
as attorney, executor, administrator, trustee or guardian, please give
full title as such. If a corporation, please sign in full
corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by authorized
person.
|
||||
below.
|
Signature
1 — Please keep signature within
the
box.
|
Signature
2 — Please keep signature within the box.
|
||
PLEASE
FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE
ENCLOSED ENVELOPE.
|
Proxy
— COVENANT
TRANSPORTATION GROUP, INC.
|