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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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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[ ]
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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 Wednesday, August 22, 2012, the Compensation Committee of the Board of Directors of Covenant Transportation Group, Inc., a Nevada corporation (the “Company”), made certain compensation changes as described below.
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Salary Increase
The Compensation Committee approved salary increases for the following named executive officers:
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Named Executive Officer
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New Annualized Salary
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Richard B. Cribbs
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$185,000
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R.H. Lovin, Jr.
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$185,000
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The Company’s remaining named executive officers did not receive salary increases.
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Resticted Stock Grants
The Compensation Committee also approved restricted stock grants to the named executive officers of the Company. The grants vest (A) 50% at December 31, 2015, subject to continuous employment through such date ("Time-Vesting Shares"), (B) one-half of the non-Time-Vesting Shares upon attainment of a 1.3% or higher net income margin percentage for fiscal 2013, and (C) all remaining unvested non-Time-Vesting Shares upon attainment of a 1.8% or higher net income margin percentage for fiscal 2014.
The following table sets forth the grants to the named executive officers:
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Named Executive Officer
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Shares of Restricted Stock
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David R. Parker
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20,000
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Joey B. Hogan
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20,000
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Tony Smith
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20,000
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R.H. Lovin, Jr.
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16,389
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Richard B. Cribbs
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10,000
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COVENANT TRANSPORTATION GROUP, INC.
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Date: August 24, 2012
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By:
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/s/ Richard B. Cribbs
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Richard B. Cribbs
Senior Vice President and Chief Financial Officer
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