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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):
November 20, 2023
___________________________________________________________________

graphic

COVENANT LOGISTICS 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
CVLG
 NASDAQ
   
Indicate by check mark whether the 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 November 20, 2023, the Compensation Committee of the Board of Directors of Covenant Logistics Group, Inc., a Nevada corporation (the “Company”), approved a short-term cash incentive plan, effective January 1, 2024, for David R. Parker, M. Paul Bunn, James S. Grant, Samuel F. Hough, and Lynn Doster (the “2024 Executive Bonus Program”). Under the 2024 Executive Bonus Program, the bonus targets, expressed as a percentage of year-end annualized base salary, are as follows:

Named Executive Officer
Bonus Target
David R. Parker
100.0%
M. Paul Bunn
100.0%
James S. Grant
60.0%
Samuel F. Hough
55.0%
Lynn Doster
55.0%

 
Under the 2024 Executive Bonus Program, Messrs. Parker, Bunn, and Grant are eligible to earn up to 150% of their bonus target upon the attainment of certain adjusted earnings per share goals and up to 25% of their bonus target upon the attainment of a certain projects relating to the operating income and safety results of a subsidiary and other specific strategic information technology projects. Mr. Hough and Ms. Doster are eligible to earn up to 100% of their bonus target upon the attainment of certain adjusted earnings per share goals, up to 55% of their bonus target upon the attainment of certain business unit performance goals, and up to 20% of their bonus target upon the attainment of a certain key strategic projects within their respective business units.

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 LOGISTICS GROUP, INC.
 
(Registrant)
  
     
Date: November 21, 2023
By:
/s/ James S. Grant
   
James S. Grant
   
Executive Vice President and Chief Financial Officer