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, Tennessee
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37419 |
(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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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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$0.01 Par Value Class A common stock
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CVLG
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NASDAQ
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Emerging growth company ☐
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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 June 21, 2024, the Compensation Committee (the “Compensation
Committee”) of the Board of Directors of Covenant Logistics Group, Inc., a Nevada corporation (the “Company”), approved new annualized base salaries for certain of the Company’s named executive officers, effective June 24, 2024,
as follows:
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Named Executive Officer
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New Annualized Base Salary
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M. Paul Bunn
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$700,000
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James “Tripp” S. Grant
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$425,000
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On June 21, 2024, the Compensation Committee approved a long-term incentive plan (the “2024 Long-Term Incentive Plan”) in which certain of the
Company’s named executive officers received an aggregate target award equivalent to the following amounts:
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Named Executive Officer
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Target Award Amount
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David R. Parker
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$2,500,000
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M. Paul Bunn
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$1,000,000
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James “Tripp” S. Grant
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$500,000
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These participants received Class A restricted stock units (“RSUs”) equivalent to the target award amount above, except the Compensation
Committee decided to issue Mr. Parker’s award in cash given his significant stock holdings that align with stockholder value creation. The awards may be earned as follows: (A) 25% upon the Company’s attainment of a three-year cumulative
adjusted earnings per share (“Adjusted EPS”) goal for the performance period ended December 31, 2027, (B) 25% upon the Company’s attainment of a three-year average annual return on invested capital (“ROIC”) goal for the performance period
ended December 31, 2027, (C) 16.67% for continued service through July 1, 2025, (D) 16.67% for continued service through July 1, 2026, and (E) 16.67% for continued service through July 1, 2027. The portions of the award attributable to the
Adjusted EPS and ROIC goals have a threshold payout of 50% of the target and a maximum payout of 200% of the target.
On June 21, 2024, the Compensation Committee changed Mr. Grant’s bonus target, expressed as a percentage of year-end annualized base salary,
under the previously disclosed 2024 Executive Bonus Program to 70.0%.
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COVENANT LOGISTICS GROUP, INC.
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(Registrant)
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Date: June 27, 2024
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By:
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/s/ James S. Grant
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James S. Grant
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Executive Vice President and Chief Financial Officer
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