8-K
COVENANT LOGISTICS GROUP, INC. (CVLG)
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):
February 16, 2022
___________________________________________________________________
COVENANT LOGISTICS GROUP, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 000-24960 | 88-0320154 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>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<br> 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 | The NASDAQ Global Select Market |
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<br> 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<br> Arrangements of Certain Officers. |
|---|---|
| On February 16, 2022, the Compensation Committee of the Board of Directors of Covenant Logistics Group, Inc., a Nevada corporation,<br> approved a short-term cash incentive plan for David R. Parker, Joey B. Hogan, M. Paul Bunn, and Samuel F. Hough (the “2022 Executive Bonus Program”). Under the 2022 Executive Bonus Program, the bonus targets, expressed as a<br> percentage of year-end annualized base salary, were the same as under the 2021 short-term cash incentive plans for Messrs. Parker and Hogan at 100% and Mr. Hough at 50%. Mr. Bunn’s bonus target was changed from 80% to 85% of<br> year-end annualized base salary in recognition of his recent performance and leadership. Under the 2022 Executive Bonus Program, participants are eligible to earn up to 150% of their bonus target upon the attainment of certain<br> adjusted earnings per share goals and up to 25% of their bonus target upon the attainment of a certain projects relating to business growth, safety, and division operating ratio. |
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: February 22, 2022 | By: | /s/ Joey B. Hogan |
| Joey B. Hogan | ||
| President |