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):
December 27, 2024
___________________________________________________________________
COVENANT LOGISTICS GROUP, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 001-42192 | 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 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 New York Stock Exchange |
| 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<br> 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<br> 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<br> Certain Officers. |
|---|---|
| On December 27, 2024, Samuel F. Hough notified the board of directors (the “Board”) of Covenant Logistics Group, Inc., a Nevada corporation (the<br> “Company”), of his decision to retire from his position as Executive Vice President – Expedited Operations, which won’t be effective until December 31, 2024. Mr. Hough is expected to continue to be employed by the Company in a reduced<br> capacity following his retirement, focusing on customer development and retention. In association with his retirement, the Compensation Committee of the Board changed Mr. Hough’s annualized base to $220,000.00, effective January 1, 2025.<br><br> <br><br><br> <br>“I want to thank Sam for his decade of leadership, particularly in our legacy Expedited operations.” David Parker, the Company’s Chief Executive<br> Officer and Chairman of the Board, remarked. “Sam has always been focused on serving our existing customer and building new customers. I look forward to continuing to work with Sam as he transitions into his new role at Covenant.” |
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: December 30, 2024 | By: | /s/ James S. Grant |
| James S. Grant | ||
| Executive Vice President and Chief Financial Officer |