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):
January
12, 2010
_____________________________________________________________________
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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In early 2009, the named executive
officers of Covenant Transportation Group, Inc., a Nevada corporation (the
“Company”), elected to reduce their salaries from the 2008 level. By
the terms of such elections, their salaries automatically increased back to the
2008 levels after one year. Again in 2010, David R. Parker, our
Chairman, President, and Chief Executive Officer, Joey B. Hogan, our Senior
Executive Vice President and Chief Operating Officer, and Richard B. Cribbs, our
Senior Vice President and Chief Financial Officer, elected to reduce their
salaries to approximately the same levels as their 2009 reduced
salaries. Messrs. Parker, Hogan, and Cribbs elected to reduce their
2010 base salaries from $535,500 to $481,950, from $274,999 to $247,499, and
from $175,000 to $166,250, respectively. These elections are
effective for one year, and the salaries revert to the prior reduced levels
commencing January 3, 2010, for Messrs. Parker and Hogan and April 1, 2010, for
Mr. Cribbs. Other management personnel at the Company and its
subsidiary, Covenant Transport, Inc., also participated in the salary
reductions. Participation by management personnel at Star
Transportation, Inc. and Southern Refrigerated Transport, Inc. remains under
consideration. Accordingly, the Company’s remaining named executive
officers are not currently participating in the salary reductions but may do so
in the future. Their elections from 2009 do not expire until March
31, 2010.
In connection with the salary
reductions, the Compensation Committee of the Board of Directors of the Company
(the “Compensation Committee”) approved a plan on January 12, 2010, under which
individuals that reduced their 2010 base salaries would receive, in exchange for
such reduction, a special grant of restricted shares of the Company’s Class A
common stock equal to (a) the amount of the 2010 base salary reduction by such
individuals divided by (b) the closing price of the Company’s Class A common
stock on the date the blackout period lifts following the release of the
Company’s first quarter 2010 earnings. In exchange for Messrs.
Parker’s and Cribbs' salary reductions discussed above, the Compensation
Committee granted them awards of restricted shares of the Company’s Class A
common stock in the approximate amounts of $53,550 and $8,750, respectively,
which shall be converted to shares based upon the closing price of the Company’s
Class A common stock on the date the blackout period lifts following release of
the Company’s first quarter 2010 earnings. At the time of his salary
reduction, Mr. Hogan notified management of his desire not to receive any grant
in exchange for the reduction. Accordingly, no grant to Mr. Hogan was
considered by the Compensation Committee.
Shares subject to the awards will vest
in approximately one-third increments when and to the extent the Company’s Class
A common stock trades at or above $7.00, $9.00, and $11.00 for twenty (20)
consecutive trading days during the period beginning January 1, 2011, and ending
on December 31, 2015, subject to the recipient’s continued employment and the
specific terms of the award notices.
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: January 15, 2010
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By:
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/s/ Richard B. Cribbs |
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Richard
B. Cribbs
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Senior
Vice President and Chief Financial
Officer
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