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 24, 2020
_______________________________________________________________________________
COVENANT TRANSPORTATION GROUP, INC.
(Exact name of registrant as specified in its charter)

Nevada
000-24960
88-0320154
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
  Identification No.)

400 Birmingham Hwy., Chattanooga, TN
37419
(Address of principal executive offices)
(Zip Code)

(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:

[   ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
[   ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
[   ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
[   ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s) Name of each exchange on which registered
$0.01 Par Value Class A common stock CVTI The NASDAQ Global Select Market
 
Indicate by check mark whether that registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
   
 
Emerging growth company  [   ]
   
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.   [   ]
 




Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
   
  On April 24, 2020, the Board of Directors (the “Board”) of Covenant Transportation Group, Inc. (the “Company”) appointed certain of the Company’ executives to new positions as follows (the “Appointments”):


Name
New Title
John A. Tweed
Co-President and Chief Operating Officer
Joey B. Hogan
Co-President and Chief Administrative Officer
M. Paul Bunn
Executive Vice President, Chief Financial Officer, and Secretary
Richard B. Cribbs
Senior Vice President and Treasurer

  On April 24, 2020, in connection with the Appointments, the Compensation Committee approved the annualized base salaries set forth in the table below. For Messrs. Tweed, Hogan, and Bunn, the salaries, as reduced in light of the uncertain impact of COVID-19 on the Company’s operations, were effective April 26, 2020. For Mr. Cribbs, the salary, as reduced for the impact of COVID-19, will be effective July 1, 2020. The higher salaries set forth in the table below will be effective when the Compensation Committee eliminates the salary reductions for the impact of COVID-19; provided that if the COVID-19 reductions are eliminated prior to July 1, 2020, then Mr. Cribbs’ annualized base salary will be $335,000 at such time until being reduced to $292,500 effective July 1, 2020.


Name
COVID-19 Reduced
Annualized Base Salary
Annualized Base Salary
John A. Tweed
$403,750
$500,000
Joey B. Hogan
$403,750
$500,000
M. Paul Bunn
$292,500
$325,000
Richard B. Cribbs
$277,875
$292,500

 
Mr. Tweed will also receive reimbursement of up to $100,000 annually for out-of-pocket housing and travel costs related to travel between Greenville, Tennessee where Landair is headquartered and the Company’s headquarters in Chattanooga, Tennessee where Mr. Tweed will manage additional business units and have additional housing.

On such date, the Compensation Committee also approved severance agreements (each a “Severance Agreement”) for certain of the Company’s executive officers, including the Company’s Named Executive Officers. Upon a qualifying severance event, subject to employment, release, and other customary provisions, including a non-compete through 12 months post-termination, the Severance Agreements provide for the following benefits:


Title
Salary
Continuation
Management Incentive Cash Bonus
COBRA
Reimbursement
Chief Executive Officer & Co-Presidents
24 Months
If earned at or above minimum, then the target bonus for the year of termination, prorated for partial year of service
24 Months
Executive Vice Presidents
18 Months
If earned at or above minimum, then the target bonus for the year of termination, prorated for partial year of service
18 Months
Senior Vice Presidents
12 Months
If earned at or above minimum, then the target bonus for the year of termination, prorated for partial year of service
12 Months

1

  Upon a qualifying change-in-control event only when the recipient is terminated without “cause” or is subject to a “constructive termination” during the 24 months following a change-in-control, subject to employment, release, and other customary provisions, including a non-compete through 12 months post-termination, the Severance Agreements provide for the following benefits:

Title
Lump Sum Severance Payment
(as a % of
Annualized Base Salary)
Management Incentive Cash Bonus
COBRA
Reimbursement
Chief Executive Officer & Co-Presidents
300%
Target bonus for the year of termination
36 Months
Executive Vice Presidents
200%
Target bonus for the year of termination
24 Months
Senior Vice Presidents
100%
Target bonus for the year of termination
12 Months

 
Additionally, in connection with the Severance Agreements, the Board reviewed the non-compete agreement with Mr. Tweed  in connection with the Company’s purchase of Landair, and approved narrowing the scope of the non-compete to be consistent with the Severance Agreements.

The foregoing summary of the Severance Agreements and Mr. Tweed’s non-compete does not purport to be complete and is qualified in its entirety by reference to the copies of the Severance Agreements and non-compete, which will be filed with the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.

The following is biographical information of those officers subject to the Appointments:

John A. Tweed, 54, was appointed Co-President and Chief Operating Officer in April 2020.  Mr. Tweed joined the Company in July 2018 following our acquisition of Landair Holdings Inc. (“Landair”) and previously was the EVP and COO of Landair. Prior to the Company’s acquisition of Landair (the “Landair Acquisition”), Mr. Tweed served as the CEO of Landair since 2000. Prior to becoming CEO of Landair, Mr. Tweed held various positions at Landair, including vice president of sales and special-projects manager. Mr. Tweed is an active committee and board member for several industry associations and community organizations.
 
Joey B. Hogan, 58, was appointed Co-President and Chief Administrative Officer in April 2020.  Previously, Mr. Hogan served as our President and Chief Operating Officer from February 2016 to April 2020.  From May 2007 to February 2016 Mr. Hogan served as our Senior Executive Vice President and COO, as well as President of CTI.  Mr. Hogan was our CFO from 1997 to May 2007, our Executive Vice President from May 2003 to May 2007, and a Senior Vice President from December 2001 to May 2003.  From joining us in August 1997 through December 2001, Mr. Hogan served as our Treasurer.  Mr. Hogan served as a director and on the Audit Committee of Chattem, Inc., a consumer products company, from April 2009 through March 2010, and currently serves as an officer of the Truckload Carriers Association.
 
M. Paul Bunn, 42, was appointed our Executive Vice President, Chief Financial Officer, and Secretary in April 2020. Mr. Bunn previously served as our Executive Vice President since April 2019, Chief Accounting Officer and Treasurer since January 2012, and Senior Vice President since 2017.  Previously, Mr. Bunn served as our Corporate Controller from July 2009 to January 2012.  Prior to that, Mr. Bunn served as an Audit Senior Manager for Ernst & Young, LLP, a global professional services provider.
 
Richard B. Cribbs, 48, was appointed Senior Vice President of Strategy & Investor Relations, Treasurer in April 2020.  Previously, Mr. Cribbs served as our Executive Vice President and CFO since February 2016. From May 2008 to February 2016 Mr. Cribbs served as our Senior Vice President and CFO.  Mr. Cribbs served as our Vice President and Chief Accounting Officer from May 2007 to May 2008 and Corporate Controller from May 2006 to May 2007.  Prior to joining the Company, Mr. Cribbs was the Corporate Controller, Assistant Secretary, and Assistant Treasurer for Tandus, Inc., a commercial flooring company, from May 2005 to May 2006.  Mr. Cribbs also previously served as CFO of Modern Industries, Inc., a tier two automotive supply company, from December 1999 to May 2005.

2

   
Item 7.01
Regulation FD Disclosure.
   
 
On April 28, 2020, the Company issued a press release announcing realignment of the executive team.
 
A copy of the press release is attached to this report as Exhibit 99.
   
Item 9.01
Financial Statements and Exhibits.
   
 
(d)
Exhibits.
   
 
EXHIBIT
NUMBER
EXHIBIT DESCRIPTION
   
 
Covenant Transportation Group, Inc. press release announcing realignment of executive team.
   
 
The information contained in Items 7.01 and 9.01 of this report and the exhibit hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
   
 
The information in Item 5.02, 7.01, and 9.01 of this report may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995, as amended.  Such statements are made based on the current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties.  Actual results or events may differ from those anticipated by forward-looking statements.  Please refer to the stockholder reports and filings with the Securities and Exchange Commission for information concerning risks, uncertainties, and other factors that may affect future results.


3

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.

 
COVENANT TRANSPORTATION GROUP, INC.
 
(Registrant)
 
     
Date: April 30, 2020
By:
/s/ Paul Bunn
   
Paul Bunn
   
Executive Vice President, Chief Financial Officer, and Secretary



EXHIBIT INDEX

EXHIBIT
NUMBER
EXHIBIT DESCRIPTION
   
99
Covenant Transportation Group, Inc. press release announcing realignment of executive team.











Exhibit 99

COVENANT TRANSPORTATION GROUP REALIGNS EXECUTIVE TEAM TO ACCELERATE EXECUTION OF STRATEGIC PLAN

CHATTANOOGA, TENNESSEE – April 28, 2020 - Covenant Transportation Group, Inc.  (NASDAQ/GS: CVTI) (“CTG”) today announced the following executive team changes:

John A. Tweed has been named Co-President and Chief Operating Officer, with responsibility for enterprise-wide operations, sales, and safety functions, as well as the expansion of our contract logistics business and improvements in our operating efficiency.
Joey B. Hogan has been named Co-President and Chief Administrative Officer, with responsibility for all enterprise-wide administrative functions, including strategic planning, finance, human resources, and information technology, as well as equipment and maintenance. Messrs. Bunn and Cribbs will continue to report to Mr. Hogan.
M. Paul Bunn has been named Executive Vice President and Chief Financial Officer, with responsibility for all enterprise-wide efficiency, financial, and accounting functions.
Richard B. Cribbs has been named Senior Vice President of Strategy & Investor Relations, Treasurer, with responsibility for our capital structure, strategy, risk management, and investor relation functions.

Company Comments

Chairman and Chief Executive Officer, David R. Parker, commented: “We are blessed with a deep and talented management team that is highly committed to our strategic vision. The appointments announced today will accelerate our progress by aligning our team’s talents with our most imperative goals.  I am proud of the way the entire executive team pulled together to redesign our organizational structure with the good of the entire enterprise in mind.”

Mr. Parker continued: “Our strategic vision is to strengthen our position in the U.S. logistics industry, de-risk our leverage profile, and concentrate our business model on more sustainable, higher margin services and sectors where we can add considerable value to our partner-customers. To accomplish this vision, we are accelerating the migration of our services toward contract logistics (long-term dedicated contract truckload, warehousing, transportation management, and brokerage) and expedited truckload services, reducing the percentage of revenue and capital allocated to the other portions of our business, and lowering overhead costs. We are using a framework of sustained earnings, de-leveraging, and return on capital targets to guide our decisions. With recent dedicated truckload and warehouse services contract wins, the closure of the Texarkana facility and an upcoming disposition of a currently unoccupied facility, and the downsizing of our fleet capital expenditure plans, we are off to a fast start.  The combination of Joey Hogan’s historical knowledge of Covenant and John Tweed’s performance-oriented management approach was instrumental in driving these actions and validated the basis for the changes.


“Our realigned executive structure will capitalize on the strengths of each member and magnify the effectiveness of the entire team.  John Tweed’s expertise in contract logistics is fundamental to Covenant’s future as we continue to become more deeply embedded in our customers’ supply chains and seek organizational efficiency. We have benefitted from John’s presence over the past two years as the Landair operations have been a stable and highly profitable performer. Importantly, Joey Hogan’s financial acumen and strategic thinking will be concentrated on improving all administrative functions, including organizational development, our technology future, financial and strategic planning, and furthering our culture.  Paul Bunn’s ability to integrate financial and business planning is a strong complement to John’s skill set and managing through a changing business mix.  And Richard Cribbs will continue to deliver a strong capital markets, risk management, and strategic presence as we de-leverage our balance sheet and improve our return on capital.  I’m confident we have the team to drive Covenant forward and look forward to reporting the progress on our plan as we take this opportunity to strengthen and re-energize the enterprise during the current economic environment and return to normal operations with a brighter future.”

Executive Bios

John A. Tweed, 54, was appointed Co-President and Chief Operating Officer in April 2020.  Mr. Tweed joined the Company in July 2018 following our acquisition of Landair Holdings Inc. (“Landair”) and previously was the EVP and COO of Landair. Prior to the Company’s acquisition of Landair (the “Landair Acquisition”), Mr. Tweed served as the CEO of Landair since 2000. Prior to becoming CEO of Landair, Mr. Tweed held various positions at Landair, including vice president of sales and special-projects manager. Mr. Tweed is an active committee and board member for several industry associations and community organizations.
 
Joey B. Hogan, 58, was appointed Co-President and Chief Administrative Officer in April 2020.  Previously, Mr. Hogan served as our President and Chief Operating Officer from February 2016 to April 2020.  From May 2007 to February 2016 Mr. Hogan served as our Senior Executive Vice President and COO, as well as President of CTI.  Mr. Hogan was our CFO from 1997 to May 2007, our Executive Vice President from May 2003 to May 2007, and a Senior Vice President from December 2001 to May 2003.  From joining us in August 1997 through December 2001, Mr. Hogan served as our Treasurer.  Mr. Hogan served as a director and on the Audit Committee of Chattem, Inc., a consumer products company, from April 2009 through March 2010, and currently serves as an officer of the Truckload Carriers Association.
 
M. Paul Bunn, 42, was appointed our Executive Vice President, Chief Financial Officer, and Secretary in April 2020. Mr. Bunn previously served as our Executive Vice President since April 2019, Chief Accounting Officer and Treasurer since January 2012, and Senior Vice President since 2017.  Previously, Mr. Bunn served as our Corporate Controller from July 2009 to January 2012.  Prior to that, Mr. Bunn served as an Audit Senior Manager for Ernst & Young, LLP, a global professional services provider. 
 
Richard B. Cribbs, 48, was appointed Senior Vice President of Strategy & Investor Relations, Treasurer in April 2020.  Previously, Mr. Cribbs served as our Executive Vice President and CFO since February 2016. From May 2008 to February 2016 Mr. Cribbs served as our Senior Vice President and CFO.  Mr. Cribbs served as our Vice President and Chief Accounting Officer from May 2007 to May 2008 and Corporate Controller from May 2006 to May 2007.  Prior to joining the Company, Mr. Cribbs was the Corporate Controller, Assistant Secretary, and Assistant Treasurer for Tandus, Inc., a commercial flooring company, from May 2005 to May 2006.  Mr. Cribbs also previously served as CFO of Modern Industries, Inc., a tier two automotive supply company, from December 1999 to May 2005. 

Covenant Transportation Group, Inc., through its subsidiaries, offers an integrated suite of contract logistics, truckload transportation, other supply chain services, and revenue equipment sales and leasing to a diverse customer base throughout the United States. The Company's Class A common stock is traded on the NASDAQ Global Select market under the symbol, “CVTI”.



This press release contains certain statements that may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995, as amended.  Such statements may be identified by their use of terms or phrases such as "expects," "estimates," "projects," "believes," "anticipates," "plans," "intends," “outlook,” “focus,” “seek,” “potential,” “continue,” “goal,” “target,” “objective,” “will,” derivations thereof, and similar terms and phrases.  Forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, which could cause future events and actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements.  In this press release, the statements relating to our strategic vision, reducing financial leverage, improving earnings and return on capital, planned dispositions and capital expenditures, expectations for our realigned executive structure and contributions of each executive team member, service offering expectations, and the economic environment are forward-looking statements. The following factors, among others could cause actual results to differ materially from those in the forward-looking statements: elevated experience in the frequency and severity of claims relating to accident, cargo, workers' compensation, health, and other claims, increased insurance premiums, higher self-insured retentions, reduced insurance coverage, fluctuations in claims expenses that result from our self-insured retention amounts, including in our excess layers and in respect of claims for which we commute policy coverage, and the requirement that we pay additional premiums if there are claims in certain of those layers, differences between estimates used in establishing and adjusting claims reserves and actual results over time, adverse changes in claims experience and loss development factors, or additional changes in management's estimates of liability based upon such experience and development factors that cause our expectations of insurance and claims expense to be inaccurate or otherwise impacts our results; government regulations imposed on our captive insurance companies; changes in the market condition for used revenue equipment and real estate that impact our capital expenditures and our ability to dispose of revenue equipment and real estate on the schedule and for the prices we expect; increases in the prices paid for new revenue equipment that impact our capital expenditures and our results generally; changes in management’s estimates of the need for new tractors and trailers; the effect of any reduction in tractor purchases on the number of tractors that will be accepted by manufacturers under tradeback arrangements; our inability to generate sufficient cash from operations and obtain financing on favorable terms to meet our significant ongoing capital requirements; our ability to respond to changes in our industry or business in light of our substantial indebtedness and lease obligations; our ability to sustain or increase profitability in the future; the risks related to our Factoring segment; our ability to maintain compliance with the provisions of our credit agreements, particularly financial covenants in our revolving credit facility; excess tractor or trailer capacity in the trucking industry;  decreased demand for our services or loss of one or more of our major customers; our ability to renew dedicated service offering contracts on the terms and schedule we expect; surplus inventories, recessionary economic cycles, and downturns in customers' business cycles; strikes, work slowdowns, or work stoppages at the Company, customers, ports, or other shipping related facilities; increases or rapid fluctuations in fuel prices, as well as fluctuations in hedging activities and surcharge collection, including, but not limited to, changes in customer fuel surcharge policies and increases in fuel surcharge bases by customers; the volume and terms of diesel purchase commitments and hedging contracts;  interest rates, fuel taxes, tolls, and license and registration fees; increases in compensation for and difficulty in attracting and retaining qualified drivers and independent contractors; our ability to retain our key employees; the risks associated with engaging independent contractors to provide a portion of our capacity; seasonal factors such as harsh weather conditions that increase operating costs; competition from trucking, rail, and intermodal competitors; our dependence on third-party providers, particularly in our Managed Freight segment; regulatory requirements that increase costs, decrease efficiency, or impact the availability or effective driving time of our drivers and other drivers in the industry, including the terms and exemptions from hours-of-service and electronic log requirements for drivers and the Federal Motor Carrier Safety Administration’s Compliance, Safety, Accountability program applicable to driver standards and the methodology for determining a carrier’s Department of Transportation safety rating; the proper functioning and availability of our management information and communication systems and other information technology assets; volatility of our stock price; our ability to maintain effective internal controls without material weaknesses; impairment of goodwill and other intangible assets; future outcomes of litigation; uncertainties in the interpretation of the 2017 Tax Cuts and Jobs Act and other tax laws; the ability to reduce, or control increases in, operating costs; changes in the Company’s business strategy that require the acquisition of new businesses, the disposition of businesses, and the ability to identify acceptable acquisition candidates and appropriate assets or businesses to be disposed, consummate acquisitions and dispositions, and integrate acquired operations; our ability to achieve our strategic plan; fluctuations in the results of Transport Enterprise Leasing, which are included as equity in income (loss) of affiliate in our financial statements; our Chairman of the Board and Chief Executive Officer and his wife control a large portion of our stock and have substantial control over us, which could limit other stockholders' ability to influence the outcome of key transactions, including changes of control; changes in methods of determining LIBOR or replacement of LIBOR; future share repurchases, if any; and the impact of the recent coronavirus outbreak or other similar outbreaks. Readers should review and consider these factors along with the various disclosures by the Company in its press releases, stockholder reports, and filings with the Securities and Exchange Commission. We disclaim any obligation to update or revise any forward-looking statements to reflect actual results or changes in the factors affecting the forward-looking information.


For further information contact:
Richard B. Cribbs, Senior Vice President of Strategy & Investor Relations, Treasurer
RCribbs@covenanttransport.com          

For copies of Company information contact:
Theresa Ives, Executive Administrative Assistant
TIves@covenanttransport.com


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