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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[ ]
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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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On November 15, 2012, the Compensation Committee of the Board of Directors (the "Committee") of Covenant Transportation Group, Inc., a Nevada corporation (the “Company”), approved restricted stock grants to the named executive officers of the Company. The grants vest upon the Committee's certification following finalization of the Company's audit for the fiscal year ending December 31, 2014, that each of the following three performance-based criteria has been attained: (A) earnings per share of at least $1.12, excluding extraordinary and non-recurring items; (B) net total indebtedness to total capitalization of 65% or less (including the present value of off-balance sheet leases); and (C) 9% or greater return on invested capital.
The following table sets forth the grants to the named executive officers:
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Named Executive Officer
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Shares of Restricted Stock
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David R. Parker
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20,000
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Joey B. Hogan
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16,000
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Tony Smith
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16,000
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R.H. Lovin, Jr.
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10,000
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Richard B. Cribbs
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10,000
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COVENANT TRANSPORTATION GROUP, INC.
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Date: November 19, 2012
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By:
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/s/ Richard B. Cribbs
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Richard B. Cribbs
Senior Vice President and Chief Financial Officer
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