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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[ ]
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol(s) | Name of each exchange on which registered |
$0.01 Par Value Class A common stock | CVTI | The NASDAQ Global Select Market |
Emerging growth company [ ]
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
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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 6, 2020, the Compensation Committee of the Board of Directors (the “Committee”) of Covenant Transportation Group, Inc. (the “Company”) approved certain compensation reductions for
the Company’s named executive officers and the Company’s Board of Directors as described below in light of the uncertain impact of COVID-19 on the Company’s operations.
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Salary Reductions for the Company’s Named Executive Officers
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The Committee approved the following annualized base salary reductions for the Company’s named executive officers, effective April 6, 2020:
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Named Executive Officer
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Prior Annualized Salary
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Reduced Annualized Salary
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% Reduction
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David Parker
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$675,000
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$573,750
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15%
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Richard Cribbs
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$335,000
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$301,500
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10%
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Joey Hogan
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$475,000
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$403,750
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15%
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John Tweed
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$370,000
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$333,000
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10%
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Ryan Rogers
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$270,000
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$243,000
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10%
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Compensation Reductions for the Company’s Board of Directors
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The Committee also approved a 15% reduction in each of the quarterly cash retainer, quarterly committee chairperson fees, and quarterly committee member fees that the Company pays to its
Board of Directors effective April 1, 2020.
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COVENANT TRANSPORTATION GROUP, INC.
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(Registrant)
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Date: April 6, 2020
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By:
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/s/ Richard B. Cribbs
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Richard B. Cribbs
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Executive Vice President and Chief Financial Officer
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