Covenant Logistics Group Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits

Nevada

001-42192

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)

☐

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)

 

 

☐

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))

Securities registered pursuant to Section 12(b) of the Act:

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 Arrangement of Certain Officers.

On May 14, 2025, the Compensation Committee of the Board of Directors of Covenant Logistics Group, Inc., a Nevada corporation (the "Company"), approved a long-term cash incentive plan (the "2025 Long-Term Incentive Plan") in which the Company's named executive officers received the aggregate target award amounts as follows:

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) one-fourth upon the Company’s attainment of a three-year cumulative adjusted earnings per share (“Adjusted EPS”) goal for the performance period ended December 31, 2028, (B) one-fourth upon the Company’s attainment of a three-year average annual return on invested capital (“ROIC”) goal for the performance period ended December 31, 2028, (C) one-sixth for continued service through July 1, 2026, (D) one-sixth for continued service through July 1, 2027, and (E) one-sixth for continued service through July 1, 2028. 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.

Item 5.07

Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders (the “Annual Meeting”) of the Company, was held on Wednesday May 14, 2025. Four proposals were voted on at the Annual Meeting. The proposals are described in detail in the Proxy Statement. The final results for the votes regarding each proposal are set forth below.

 Nominee

 For

 Withheld

Dr. Benjamin S. Carson, Sr.

18,995,073

5,570,800

4,144,038

Joey B. Hogan

23,548,066

1,017,807

4,144,038

D. Michael Kramer

24,220,463

345,410

4,144,038

Bradley A. Moline

17,376,727

7,189,146

4,144,038

David R. Parker

23,629,790

936,083

4,144,038

Rachel Parker-Hatchett

23,550,161

1,015,712

4,144,038

Tracy L. Rosser

19,000,642

5,565,231

4,144,038

Herbert J. Schmidt

23,931,194

634,679

4,144,038

W. Miller Welborn

23,877,444

688,429

4,144,038

 Votes For

 Abstentions

24,403,988

74,685

87,200

4,144,038

 Abstentions

28,410,455

288,620

10,836

 Abstentions

25,552,664

3,134,418

22,829

Item 8.01

Other Events.

On May 14, 2025 the Board declared a quarterly cash dividend of $0.07 per share of Class A and Class B common stock. The quarterly cash dividend is pursuant to a quarterly cash dividend program previously approved by the Board. The dividend is payable to stockholders of record on June 6, 2025, and is expected to be paid on June 27, 2025.

 

A copy of the press release announcing the declaration of dividends is attached to this report as Exhibit 99.1.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

EXHIBIT

 

Covenant Logistics Group, Inc. press release dated May 16, 2025, announcing the declaration of a quarterly cash dividend.

104

Cover Page Interactive Data File.

The information Items 8.01 and 9.01 of this report and the exhibit hereto maybe considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995, as amended. All statements, other than statements of historical or current fact, are statements that could be deemed forward-looking statements, including, without limitation, statements relating to our declaration of quarterly dividends. Forward-looking statements are based on the current beliefs, assumptions, and expectations of management and current market conditions. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, which could cause future events and actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. There can be no assurance that future dividends will be declared. The declaration of future dividends is subject to approval of our board of directors and various risks and uncertainties, including, but not limited to: our cash flow and cash needs; compliance with applicable law; restrictions on the payment of dividends under existing or future financing arrangements; changes in tax laws relating to corporate dividends; deterioration in our financial condition or results; and those risks, uncertainties, and other factors identified from time-to-time in our filings with the Securities and Exchange Commission. Please refer to the italicized paragraph at the end of the attached press release and various disclosures by the Company in its press releases, stockholder reports, and filings with the Securities and Exchange Commission for information concerning risks, uncertainties, and other factors that may affect future results.

COVENANT LOGISTICS GROUP, INC.

(Registrant)

Date: May 16, 2025

By:

/s/ James S. Grant

James S. Grant

Executive Vice President and Chief Financial Officer