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):
March 31,
2009
_____________________________________________________________________
COVENANT
TRANSPORTATION GROUP, INC.
(Exact
name of registrant as specified in its charter)
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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, TN
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37419
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(Address
of principal executive offices)
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(Zip
Code)
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(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:
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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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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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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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[ ]
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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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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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David R.
Parker, our Chairman, President, and Chief Executive Officer, and Joey B. Hogan,
our Senior Executive Vice President and Chief Operating Officer, voluntarily
elected to reduce their 2009 base salaries from $535,500 to $492,660 and from
$275,000 to $253,000, respectively, with such salary reductions becoming
effective as of the first pay period in January 2009. In March of
2009, in conjunction with the 2009 Voluntary Incentive Opportunity (as defined
below), Tony Smith, President of Southern Refrigerated Transport, Inc., James
"Jim" Brower, President of Star Transportation, Inc., and Richard B. Cribbs,
Senior Vice President and Chief Financial Officer, voluntarily elected to reduce
their 2009 base salaries from $250,000 to $231,250; from $200,000 to $192,500;
and from $175,000 to $168,437, respectively. Additionally, Messrs.
Parker and Hogan elected to further reduce their 2009 base salaries, from
$492,660 to $484,627 and from $253,000 to $248,875, respectively. The
March 2009 voluntary salary reductions became effective as of the first pay
period in April of 2009.
At the 2009
annual meeting, stockholders of the Company will be asked to approve an
amendment (the "Amendment") to the Company's 2006 Omnibus Incentive Plan (the
"Incentive Plan"), which, among other things, shall have the effect of making
additional shares available for the grant of awards under the Incentive Plan
from and after the effective date of the Amendment. As set forth
below, such approval of the Amendment is necessary to effectuate certain of the
grants of shares of restricted Class A common stock under the 2009 Voluntary
Incentive Opportunity.
On March 31,
2009, the Compensation Committee of the Board of Directors (the "Compensation
Committee") of the Company approved a plan under which individuals that
voluntarily forfeited a portion of their 2009 base salary (up to ten percent
(10%)) would receive, in exchange for such forfeiture, a special grant of
restricted shares of the Company's Class A common stock equal to (y) the amount
of 2009 base salary voluntarily forfeited by such individuals divided by (z) the
closing price of the Company's Class A common stock two full trading days
following release of the Company's first quarter 2009 earnings (the "2009
Voluntary Incentive Opportunity"). Pursuant to the 2009 Voluntary
Incentive Opportunity, each of Messrs. Parker, Hogan, Smith, Brower, and Cribbs
agreed to participate in the 2009 Voluntary Incentive Program for a period of
one year. The Company's two remaining named executive officers were
not eligible to participate in the 2009 Voluntary Incentive
Opportunity. Pursuant to the 2009 Voluntary Incentive Opportunity,
the Compensation Committee granted awards of restricted shares of the Company's
Class A common stock to each of Messrs. Parker, Hogan, Smith, Brower, and Cribbs
in the following approximate amounts, which shall be converted to shares based
upon the closing price of the Company's Class A common stock two full trading
days following the public release of the Company's first quarter 2009
earnings:
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Name and Title
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Salary
Forfeiture/
Amount of Award
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David
R. Parker
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$50,873
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Joey
B. Hogan
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$26,125
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Tony
Smith
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$25,000
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James
"Jim" Brower
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$10,000
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Richard
B. Cribbs
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$8,750
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Shares
subject to the awards will vest in one-third increments when and to the extent
the Company's Class A common stock trades at or above $4.00, $6.00, and $8.00
for thirty consecutive trading days during the period beginning January 1, 2010,
and ending December 31, 2011, subject to the recipient's continued employment
and the specific terms of the award notices. Certain of the grants
made pursuant to the 2009 Voluntary Incentive Opportunity shall be void if the
stockholders of the Company do not approve the Amendment at the 2009 annual
meeting, and accordingly the related salary reduction is subject to
reversal.
On March 31,
2009, the Compensation Committee also approved performance-based bonus
opportunities for 2009, which were approved under the Incentive Plan, pursuant
to which each of Messrs. Parker, Hogan, Smith, Brower, and Cribbs is eligible to
receive a bonus of up to 75% of his 2009 base salary (prior to any reduction as
a result of participation in the 2009 Voluntary Incentive Opportunity) upon the
Company's achievement of certain performance targets. No
performance-based opportunity was considered for the two remaining named
executive officers. The bonus opportunities are based upon operating
income and operating ratio targets. Each of the foregoing eligible
recipients may
choose to receive up to 100% of the bonus in Class A common stock under the
Incentive Plan.
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.
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COVENANT
TRANSPORTATION GROUP, INC.
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Date: April
6, 2009
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By:
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/s/ Richard B. Cribbs |
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Richard
B. Cribbs
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Senior
Vice President and Chief Financial
Officer
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