[ ]
|
Preliminary
Proxy Statement
|
[ ]
|
Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|
[X]
|
Definitive
Proxy Statement
|
[ ]
|
Definitive
Additional Materials
|
[ ]
|
Soliciting
Material Pursuant to
§ 240.14a-12
|
[X]
|
No
fee required
|
|
[ ]
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11
|
(1)
|
Title
of each class of securities to which transaction applies:
|
N/A
|
|
(2)
|
Aggregate
number of securities to which transaction applies:
|
N/A
|
|
(3)
|
Per
unit price or other underlying value of transaction computed
pursuant
to
Exchange Act Rule 0-11
(set forth the amount on
which
the filing fee is calculated and state how it was
determined):
|
N/A
|
|
(4)
|
Proposed
maximum aggregate value of transaction:
|
N/A
|
|
(5)
|
Total
Fee paid:
|
N/A
|
[ ]
|
Fee
paid previously with preliminary materials.
|
N/A
|
[ ]
|
Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
|
(1)
|
Amount
previously paid:
|
N/A
|
|
(2)
|
Form,
Schedule or Registration Statement No.:
|
N/A
|
|
(3)
|
Filing
Party:
|
N/A
|
|
(4)
|
Date
Filed:
|
N/A
|
1.
|
To
consider and act upon a proposal to elect five (5)
directors;
|
2.
|
To
consider and act upon a proposal to approve the Amendment to the Covenant
Transportation Group, Inc. 2006 Omnibus Incentive Plan (the "Incentive
Plan"), which, among other things, (i) provides that the maximum aggregate
number of shares of Class A common stock available for the grant of awards
under the Incentive Plan from and after the effective date of the
Amendment shall not exceed 700,000, and (ii) limits the shares of Class A
common stock that shall be available for issuance or reissuance under the
Incentive Plan from and after the effective date of the Amendment to the
additional 700,000 shares reserved, plus any expirations, forfeitures,
cancellations, or certain other terminations of such shares;
and
|
3.
|
To
consider and act upon such other matters as may properly come before the
meeting and any adjournment
thereof.
|
Important
Notice Regarding the Availability of Proxy Materials for the
Meeting
of Stockholders to Be Held on May 5,
2009
|
By
Order of the Board of Directors,
|
|
/s/
David R. Parker
|
|
David
R. Parker
|
|
Chairman
of the Board of
Directors
|
GENERAL
INFORMATION
|
|
Voting
Rights
|
|
Quorum
Requirement
|
|
Required
Vote
|
|
Right to Attend Annual Meeting;
Revocation of
Proxy
|
|
Costs of
Solicitation
|
|
Annual
Report
|
|
How to Read this Proxy
Statement
|
|
How to Vote – Proxy
Instructions
|
|
PROPOSAL
1 - ELECTION OF
DIRECTORS
|
|
Nominees for
Directorships
|
|
CORPORATE
GOVERNANCE
|
|
The Board of Directors and Its
Committees
|
|
Board of
Directors
|
|
Committees of the Board of
Directors
|
|
The Audit
Committee
|
|
Report of the Audit
Committee
|
|
The Compensation
Committee
|
|
Compensation Committee
Report
|
|
Compensation Committee Interlocks
and Insider
Participation
|
|
The Nominating and Corporate
Governance
Committee
|
|
Our Executive
Officers
|
|
Section 16(a) Beneficial
Ownership Reporting
Compliance
|
|
Code of Conduct and
Ethics
|
|
EXECUTIVE
COMPENSATION
|
|
Compensation Discussion and
Analysis
|
|
Overview and Philosophy of
Compensation
|
|
Elements of
Compensation
|
|
Base
Salary
|
|
Incentive
Compensation
|
|
Long-Term
Incentives
|
|
Performance-Based Annual
Bonuses
|
|
Other
Compensation
|
|
Employee
Benefits
|
|
Compensation Paid to Our Named
Executive
Officers
|
|
Compensation Paid to Our Chief
Executive
Officer
|
|
Compensation Paid to Our Other
Named Executive
Officers
|
|
Compensation Decisions with
Respect to
2009
|
|
Separation and Severance
Agreements
|
|
Summary Compensation
Table
|
|
All Other Compensation
Table
|
|
Narrative to the Summary
Compensation
Table
|
|
Grants of Plan-Based
Awards
|
|
Narrative to Grants of Plan-Based
Awards
|
|
Outstanding Equity Awards at
Fiscal
Year-End
|
|
Director
Compensation
|
|
Narrative to Director
Compensation
|
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|
|
CERTAIN
RELATIONSHIPS AND RELATED
TRANSACTIONS
|
|
RELATIONSHIPS
WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
|
Principal Accountant Fees and
Services
|
PROPOSAL
2 – APPROVAL OF THE AMENDMENT TO THE INCENTIVE PLAN, WHICH, AMONG OTHER
THINGS, (I) PROVIDES THAT THE MAXIMUM AGGREGATE NUMBER OF SHARES OF CLASS
A COMMON STOCK AVAILABLE FOR THE GRANT OF AWARDS UNDER THE INCENTIVE PLAN
FROM AND AFTER THE EFFECTIVE DATE OF THE AMENDMENT SHALL NOT EXCEED
700,000, AND (II) LIMITS THE SHARES OF CLASS A COMMON STOCK THAT SHALL BE
AVAILABLE FOR ISSUANCE OR REISSUANCE UNDER THE INCENTIVE PLAN FROM AND
AFTER THE EFFECTIVE DATE OF THE AMENDMENT TO THE ADDITIONAL 700,000 SHARES
RESERVED, PLUS ANY EXPIRATIONS, FORFEITURES, CANCELLATIONS, OR CERTAIN
OTHER TERMINATIONS OF SUCH SHARES
|
|
Introduction
|
|
Background
|
|
Reasons for Seeking Stockholder
Approval of the
Amendment
|
|
Description of the Incentive Plan
and the
Amendment
|
|
Administration
|
|
Shares Available and Maximum
Awards
|
|
Payment
Terms
|
|
Adjustments Upon Certain
Events
|
|
Termination and Amendment of
Incentive
Plan
|
|
Tax Status of Incentive Plan
Awards
|
|
Securities Act
Registration
|
|
Eligible
Participants
|
|
Plan
Benefits
|
|
Additional Information Regarding
Stock Options, Warrants, and
Rights
|
|
Federal Income Tax Consequences
of the Issuance and Exercise of Stock Options
|
|
Equity Compensation Plan
Information
|
|
STOCKHOLDER
PROPOSALS
|
|
OTHER
MATTERS
|
|
APPENDIX
A- COVENANT
TRANSPORTATION GROUP, INC. AMENDED
AND RESTATED 2006 OMNIBUS INCENTIVE PLAN
|
•
|
is
independent under NASDAQ Rule 4200(a)(15);
|
•
|
meets
the criteria for independence set forth in Rule 10A-3(b)(1) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act");
|
•
|
did
not participate in the preparation of our financial statements or the
financial statement of any of our current subsidiaries at any time during
the past three years; and
|
•
|
is
able to read and understand fundamental financial statements, including
our balance sheet, statement of operations, and cash flows
statement.
|
Audit
Committee:
|
|
Robert E. Bosworth,
Chairman
|
|
Bradley A.
Moline
|
|
Dr. Niel B.
Nielson
|
Compensation
Committee:
|
|
Dr. Niel B. Nielson,
Chairman
|
|
William T.
Alt
|
•
|
the
proposed nominee's name and qualifications and the reason for such
recommendation;
|
•
|
the
name and record address of the stockholder(s) proposing such
nominee;
|
•
|
the
number of shares of our Class A and/or Class B common stock that are
beneficially owned by such stockholder(s); and
|
•
|
a
description of any financial or other relationship between the
stockholder(s) and such nominee or between the nominee and us or any of
our subsidiaries.
|
2008
Incremental Ranges of Performance Targets
(Consolidated)
|
||
Consolidated
Operating
Income
($)
(000s)
|
Consolidated
Operating
Ratio
(%)
|
%
of Bonus
Opportunity
Paid as
Bonus
(%)
|
7,515
|
98.8
|
25.0
|
10,168
|
98.4
|
50.0
|
12,951
|
98.0
|
75.0
|
16,187
|
97.5
|
100.0
|
19,422
|
97.5
|
125.0
|
22,658
|
97.5
|
150.0
|
2008
Incremental Ranges of Performance Targets (SRT)
|
||
SRT
Operating
Income
($)
(000s)
|
SRT
Operating
Ratio
(%)
|
%
of Bonus
Opportunity
Paid as
Bonus
(%)
|
6,879
|
94.3
|
25.0
|
7,364
|
93.9
|
50.0
|
7,886
|
93.5
|
75.0
|
8,492
|
93.0
|
100.0
|
9,099
|
93.0
|
125.0
|
9,706
|
93.0
|
150.0
|
2008
Incremental Ranges of Performance Targets (Star)
|
||
Star
Operating
Income
($)
(000s)
|
Star
Operating
Ratio
(%)
|
%
of Bonus
Opportunity
Paid as
Bonus
(%)
|
1,399
|
98.3
|
25.0
|
1,744
|
97.9
|
50.0
|
2,106
|
97.5
|
75.0
|
2,527
|
97.0
|
100.0
|
2,949
|
97.0
|
125.0
|
3,370
|
97.0
|
150.0
|
2009
Incremental Ranges of Performance Targets
(Consolidated)
|
||
Consolidated
Operating
Income
($)
(000s)
|
Consolidated
Operating
Ratio
(%)
|
%
of Bonus
Opportunity
Paid as
Bonus
(%)
|
17,951
|
96.8
|
50.0
|
22,289
|
96.0
|
75.0
|
26,515
|
95.3
|
100.0
|
29,333
|
95.3
|
125.0
|
32,150
|
95.3
|
150.0
|
2009
Incremental Ranges of Performance Targets (SRT)
|
||
SRT
Operating
Income
($)
(000s)
|
SRT
Operating
Ratio
(%)
|
%
of Bonus Opportunity Paid as Bonus
(%)
|
7,613
|
93.5
|
50.0
|
8,517
|
92.8
|
75.0
|
9,398
|
92.0
|
100.0
|
9,986
|
92.0
|
125.0
|
10,573
|
92.0
|
150.0
|
2009
Incremental Ranges of Performance Targets (Star)
|
||
Star
Operating
Income
($)
(000s)
|
Star
Operating
Ratio
(%)
|
%
of Bonus
Opportunity
Paid as
Bonus
(%)
|
2,544
|
95.5
|
50.0
|
2,981
|
94.8
|
75.0
|
3,407
|
94.0
|
100.0
|
3,691
|
94.0
|
125.0
|
3,974
|
94.0
|
150.0
|
Name
|
Value
of Accelerated Stock
Options
($)
|
Value
of Accelerated
Restricted
Stock ($)
|
David
R. Parker
|
-
|
153,500
|
Richard
B. Cribbs
|
-
|
55,488
|
Joey
B. Hogan
|
-
|
112,666
|
Tony
Smith
|
-
|
91,000
|
James
"Jim" Brower
|
-
|
91,000
|
Name
and
Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards(1)
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
All
Other Compensation(2)
($)
|
Total
($)
|
David
R. Parker, Chief
Executive Officer, Chairman, and President
|
2008
2007
2006
|
535,500
535,500
535,500
|
-
-
-
|
(1,248)
8,108
9,593
|
-
-
-
|
156,153
158,368
135,232
|
690,405
701,976
680,325
|
Richard
B. Cribbs,(3)
Senior
Vice President and Chief Financial Officer
|
2008
|
164,904
|
-
|
4,068
|
-
|
5,228
|
174,200
|
Joey
B. Hogan, Senior
Executive Vice President and Chief Operating Officer
|
2008
2007
2006
|
275,000
252,273
219,815
|
-
-
-
|
(4,538)
8,108
9,593
|
-
-
-
|
21,010
21,017
20,191
|
291,472
281,398
249,599
|
Tony
Smith, President
of Southern Refrigerated Transport, Inc.
|
2008
2007
2006
|
250,000
248,581
208,793
|
-
12,500
-
|
(6,793)
8,108
9,654
|
-
-
90,561
|
16,736
17,478
17,631
|
259,943
286,667
326,639
|
James
"Jim" Brower,(4)
President
of Star Transportation, Inc.
|
2008
2007
|
200,000
200,000
|
-
-
|
2,861
8,108
|
-
-
|
184
7,888
|
203,045
215,996
|
(1)
|
This
column represents the dollar amount recognized for financial statement
reporting purposes with respect to the 2008, 2007, and 2006 fiscal years
for the fair value of stock awards granted to each Named Executive Officer
in accordance with SFAS 123R. Pursuant to SEC rules, the
amounts shown exclude the impact of estimated forfeitures related to
service-based vesting conditions. For additional information on
the valuation assumptions with respect to the 2008 grants, refer to note 3, Share-Based
Compensation, of our consolidated financial statements as provided
in the Form 10-K for the year-ended December 31, 2008, as filed with the
SEC. See the Grants of
Plan-Based Awards Table for information on awards made in
2008. In accordance with SFAS 123R, the amounts shown for 2008
represent the total stock award expense recognized in 2008 and include the
reversal of previously reported expensed portions of restricted stock for
each Named Executive Officer, where applicable, because achievement of the
performance-based vesting criteria associated with such restricted stock
awards is now considered improbable. These amounts reflect our
accounting expense for these awards, and do not correspond to the actual
value that will be recognized by the Named Executive
Officers.
|
(2)
|
See the All Other
Compensation Table for additional information.
|
(3)
|
Mr.
Cribbs was not a Named Executive Officer for 2006 or
2007.
|
(4)
|
Mr.
Brower was not a Named Executive Officer for
2006.
|
Name
|
Year
|
Perquisites
and
Other
Personal
Benefits
($)
|
Insurance
Premiums
($)
|
Contributions
to Retirement and 401(k) Plans(4)
($)
|
Total
($)
|
David
R. Parker
|
2008
|
42,774(1)
|
100,000(3)
|
13,380
|
156,153(5)
|
Richard
B. Cribbs
|
2008
|
-
|
-
|
5,228
|
5,228
|
Joey
B. Hogan
|
2008
|
13,200(2)
|
-
|
7,810
|
21,010
|
Tony
Smith
|
2008
|
12,000(2)
|
-
|
4,736
|
16,736
|
James
"Jim" Brower
|
2008
|
-
|
-
|
184
|
184
|
(1)
|
During
2008, we provided Mr. Parker with certain other benefits in addition to
his salary, including, a $33,600 cash vehicle allowance, use of our
corporate travel agency to arrange personal travel, and use of our
administrative personnel for personal services. During 2008, we
also paid for certain of Mr. Parker's club fees and
dues.
|
(2)
|
During
2008, we provided the Named Executive Officer with certain other benefits
in addition to his base salary, including, a cash vehicle allowance and
use of our corporate travel agency to arrange personal
travel. None of the personal benefits provided to the Named
Executive Officer exceeded the greater of $25,000 or 10% of the total
amount of the personal benefits he received during
2008.
|
(3)
|
During
2008, we paid Mr. Parker the value of certain life insurance premiums, as
a result of arrangements entered into during a time when split-dollar
insurance policies were common. Subsequent to adoption of the
Sarbanes-Oxley Act of 2002, we converted the policy to a company-paid
policy to honor the pre-existing obligation to
Mr. Parker.
|
(4)
|
The
differences in contribution amounts among the Named Executive Officers is
based upon a combination of the differences among the officers' salary and
the extent to which each officer chooses to make personal contributions to
his 401(k) account.
|
(5)
|
Due
to rounding, the amounts in this row do not
foot.
|
Name
|
Grant
Date
|
Approval
Date(1)
|
Estimated
Future Payouts
Under
Non-Equity Incentive
Plan
Awards(2)
|
Estimated
Future Payouts Under
Equity
Incentive Plan Awards(3)
|
Grant
Date
Fair
Value
of
Stock
and
Option
Awards(4)
($)
|
||||
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
||||
David
R. Parker
|
7/1/08
|
6/23/08
|
-
66,938
|
-
267,750
|
-
401,625
|
-
-
|
18,750
-
|
-
-
|
65,813
-
|
Richard
B. Cribbs
|
7/1/08
10/2/08
|
6/23/08
-
|
-
-
20,613
|
-
-
82,452
|
-
-
123,678
|
-
-
-
|
12,500
1,744
-
|
-
-
-
|
43,875
3,000
|
Joey
B. Hogan
|
7/1/08
|
6/23/08
|
-
34,375
|
-
137,500
|
-
206,250
|
-
-
|
15,000
-
|
-
-
|
52,650
-
|
Tony
Smith
|
7/1/08
|
6/23/08
|
-
31,250
|
-
125,000
|
-
187,500
|
-
-
|
12,500
-
|
-
-
|
43,875
-
|
James
"Jim" Brower
|
7/1/08
|
6/23/08
|
-
25,000
|
-
100,000
|
-
150,000
|
-
-
|
12,500
-
|
-
-
|
43,875
-
|
(1)
|
This
column represents the date on which the Compensation Committee approved
the grant of such awards.
|
(2)
|
These
columns represent the approximate value of the payout to the Named
Executive Officer based upon the attainment of specified performance
targets that were established by the Compensation Committee in April
2008. The performance targets are related to our consolidated
performance, except with respect to Messrs. Smith's and Brower's bonuses
where the targets are weighted 90% to the performance of SRT and Star,
respectively, and 10% on our consolidated performance. The
bonus threshold, target, and maximum set forth above are based upon the
Named Executive Officer's 2008 base salary. The Compensation
Committee also created specific parameters for awarding bonuses to the
Named Executive Officer within certain incremental ranges of achievement
of the performance targets, subject to upward and downward
adjustments. See the Compensation
Discussion and Analysis for additional detail with respect to the
performance targets. As we failed to achieve the performance
targets, or any incremental ranges of the performance targets, no
performance bonuses were awarded to the Named Executive Officers for
fiscal 2008 under the 2008 Bonus Plan, no amount is shown in the
"Non-Equity Incentive Plan Compensation" column of the Summary
Compensation Table for fiscal 2008, and no amount related to the 2008
Bonus Plan is potentially owing any Named Executive
Officer.
|
(3)
|
This
column represents the potential number of shares to be awarded to the
Named Executive Officer based upon the time-vesting requirements that were
established by the Compensation Committee and as discussed in more detail
in the Compensation Discussion and Analysis.
|
(4)
|
This
column represents the full grant date fair value of the stock awards under
SFAS 123R granted to the Named Executive Officers in 2008. The
fair value was calculated using the closing price of our Class A common
stock on the grant date, which was $3.51 for July 1, 2008, and $1.72
for October 2, 2008. The fair value of the stock awards are
accounted for in accordance with SFAS 123R. For additional
information on the valuation assumptions, refer to note 3, Share-Based
Compensation, of our consolidated financial statements in the Form
10-K for the year-ended December 31, 2008, as filed with the
SEC. These amounts reflect our accounting expense, and do not
correspond to the actual value that will be recognized by the Named
Executive Officers.
|
Option
Awards
|
Stock
Awards
|
||||||
Name
|
Grant Date
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units
or Other
Rights
That
Have Not
Vested
(#)
|
Equity
Incentive Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units
or Other Rights
That
Have Not
Vested(7)
($)
|
David
R. Parker
|
05/20/99
|
3,333
|
-
|
13.00
|
05/20/09
|
-
|
-
|
05/20/99
|
6,667
|
-
|
13.00
|
05/20/09
|
-
|
-
|
|
02/29/00
|
7,206
|
-
|
13.13
|
03/31/10
|
-
|
-
|
|
05/18/00
|
6,666
|
-
|
12.19
|
05/18/10
|
-
|
-
|
|
05/18/00
|
3,334
|
-
|
12.19
|
05/18/10
|
-
|
-
|
|
07/27/00
|
9,429
|
-
|
8.00
|
07/27/10
|
-
|
-
|
|
07/27/00
|
100,571
|
-
|
8.00
|
07/27/10
|
-
|
-
|
|
05/17/01
|
3,333
|
-
|
16.79
|
05/17/11
|
-
|
-
|
|
05/17/01
|
6,667
|
-
|
16.79
|
05/17/11
|
-
|
-
|
|
05/16/02
|
6,194
|
-
|
15.39
|
05/16/12
|
-
|
-
|
|
05/16/02
|
3,806
|
-
|
15.39
|
05/16/12
|
-
|
-
|
|
02/20/03
|
5,780
|
-
|
17.30
|
02/20/13
|
-
|
-
|
|
02/20/03
|
1,111
|
-
|
17.30
|
02/20/13
|
-
|
-
|
|
05/22/03
|
6,095
|
-
|
17.63
|
05/22/13
|
-
|
-
|
|
05/22/03
|
3,905
|
-
|
17.63
|
05/22/13
|
-
|
-
|
|
05/27/04
|
10,000
|
-
|
15.71
|
05/27/14
|
-
|
-
|
|
02/16/05
|
5,690
|
-
|
21.43
|
02/16/15
|
-
|
-
|
|
05/10/05
|
10,000
|
-
|
13.64
|
05/10/15
|
-
|
-
|
|
05/23/06
|
-
|
-
|
-
|
-
|
50,000(1)
|
100,000
|
|
05/23/06
|
-
|
-
|
-
|
-
|
4,000(2)
|
8,000
|
|
05/22/07
|
-
|
-
|
-
|
-
|
4,000(3)
|
8,000
|
|
07/01/08
|
-
|
-
|
-
|
-
|
18,750(4)
|
37,500
|
|
Richard
B. Cribbs
|
05/23/06
|
1,667
|
833(5)
|
12.79
|
05/23/2016
|
-
|
-
|
05/23/06
|
-
|
-
|
-
|
-
|
1,500(2)
|
3,000
|
|
05/22/07
|
-
|
-
|
-
|
-
|
2,000(3)
|
4,000
|
|
05/22/07
|
-
|
-
|
-
|
-
|
10,000(1)
|
20,000
|
|
07/01/08
|
-
|
-
|
-
|
-
|
12,500(4)
|
25,000
|
|
10/02/08
|
-
|
-
|
-
|
-
|
1,744(6)
|
3,488
|
|
Joey
B. Hogan
|
05/20/99
|
480
|
-
|
13.00
|
05/20/09
|
-
|
-
|
05/20/99
|
9,520
|
-
|
13.00
|
05/20/09
|
-
|
-
|
|
02/29/00
|
2,272
|
-
|
13.13
|
03/01/10
|
-
|
-
|
|
05/18/00
|
3,333
|
-
|
12.19
|
05/18/10
|
-
|
-
|
|
05/18/00
|
6,667
|
-
|
12.19
|
05/18/10
|
-
|
-
|
|
07/27/00
|
2,423
|
-
|
8.00
|
07/27/10
|
-
|
-
|
|
07/27/00
|
27,577
|
-
|
8.00
|
07/27/10
|
-
|
-
|
|
05/17/01
|
3,333
|
-
|
16.79
|
05/17/11
|
-
|
-
|
|
05/17/01
|
6,667
|
-
|
16.79
|
05/17/11
|
-
|
-
|
|
05/16/02
|
6,194
|
-
|
15.39
|
05/16/12
|
-
|
-
|
|
05/16/02
|
3,806
|
-
|
15.39
|
05/16/12
|
-
|
-
|
|
02/20/03
|
2,612
|
-
|
17.30
|
02/20/13
|
-
|
-
|
|
05/22/03
|
2,762
|
-
|
17.63
|
05/22/13
|
-
|
-
|
|
05/22/03
|
7,238
|
-
|
17.63
|
05/22/13
|
-
|
-
|
|
05/27/04
|
10,000
|
-
|
15.71
|
05/27/14
|
-
|
-
|
|
02/16/05
|
2,285
|
-
|
21.43
|
02/16/15
|
-
|
-
|
|
05/10/05
|
10,000
|
-
|
13.64
|
05/10/15
|
-
|
-
|
|
05/23/06
|
-
|
-
|
-
|
-
|
33,333(1)
|
66,666
|
|
05/23/06
|
-
|
-
|
-
|
-
|
4,000(2)
|
8,000
|
|
05/22/07
|
-
|
-
|
-
|
-
|
4,000(3)
|
8,000
|
|
07/01/08
|
-
|
-
|
-
|
-
|
15,000(4)
|
30,000
|
Option
Awards
|
Stock
Awards
|
||||||
Name
|
Grant Date
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units
or Other
Rights
That
Have Not
Vested
(#)
|
Equity
Incentive Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units
or Other Rights
That
Have Not
Vested(8)
($)
|
Tony
Smith
|
05/20/99
|
5,000
|
-
|
13.00
|
05/20/09
|
-
|
-
|
07/27/00
|
4,062
|
-
|
8.00
|
07/27/10
|
-
|
-
|
|
07/27/00
|
938
|
-
|
8.00
|
07/27/10
|
-
|
-
|
|
05/17/01
|
4,613
|
-
|
16.79
|
05/17/11
|
-
|
-
|
|
05/17/01
|
387
|
-
|
16.79
|
05/17/11
|
-
|
-
|
|
05/16/02
|
3,652
|
-
|
15.39
|
05/16/12
|
-
|
-
|
|
05/16/02
|
348
|
-
|
15.39
|
05/16/12
|
-
|
-
|
|
08/28/03
|
5,000
|
-
|
17.00
|
08/28/13
|
-
|
-
|
|
08/28/03
|
2,500
|
-
|
17.00
|
08/28/13
|
-
|
-
|
|
05/27/04
|
2,354
|
-
|
15.71
|
05/27/14
|
-
|
-
|
|
05/27/04
|
5,146
|
-
|
15.71
|
05/27/14
|
-
|
-
|
|
02/16/05
|
2,076
|
-
|
21.43
|
02/16/15
|
-
|
-
|
|
05/10/05
|
10,000
|
-
|
13.64
|
05/10/15
|
-
|
-
|
|
05/23/06
|
-
|
-
|
-
|
-
|
25,000(1)
|
50,000
|
|
05/23/06
|
-
|
-
|
-
|
-
|
3,000(2)
|
6,000
|
|
07/31/06
|
-
|
-
|
-
|
-
|
1,000(2)
|
2,000
|
|
05/22/07
|
-
|
-
|
-
|
-
|
4,000(3)
|
8,000
|
|
07/01/08
|
-
|
-
|
-
|
-
|
12,500(4)
|
25,000
|
|
James
"Jim" Brower
|
09/21/06
|
-
|
-
|
-
|
-
|
25,000(1)
|
50,000
|
09/21/06
|
-
|
-
|
-
|
-
|
4,000(2)
|
8,000
|
|
05/22/07
|
-
|
-
|
-
|
-
|
4,000(3)
|
8,000
|
|
07/01/08
|
-
|
-
|
-
|
-
|
12,500(4)
|
25,000
|
(1)
|
Subject
to the terms of the award notice, the restricted shares will vest
completely in any year between 2007 and 2010 in which we reach an adjusted
earnings per share target of $2.00, though no 2007 vesting target was
provided for the grant of the 10,000 restricted shares to Mr. Cribbs, as
such award was granted after 2006. The adjusted
earnings-per-share target excludes the effect of the vesting of the awards
on earnings per share as well as extraordinary gains. The
executive must hold the shares for one year after vesting; provided that
the executive may sell such portion of the restricted shares that is
necessary to cover the federal and state taxes he incurs upon vesting of
the shares.
|
|
(2)
|
Subject
to the terms of the award notice, the restricted shares will vest in equal
increments over the four-year period beginning on the first anniversary of
the award date, subject to us reaching earnings-per-share targets of $0.75
in 2006, $1.05 in 2007, $1.35 in 2008, and $1.55 in 2009. Any
percentage that fails to vest as of a particular vesting date as a result
of failure to reach a particular target will automatically be forfeited;
provided, that such shares that do not vest as of a particular vesting
date will be eligible for vesting and will vest if we meet a subsequent
target, subject to continued employment. As a condition to
selling any vested shares of restricted Class A common stock, the
executive is required to maintain an equivalent of 200% of his annual
salary on the date of the proposed sale in the combination of (i) Class A
common stock and (ii) 50% of the value of (a) unexercised options to
purchase Class A common stock, and (b) restricted Class A common stock;
provided that the executive may sell such portion of the restricted shares
that is necessary to cover the federal and state taxes he incurs upon
vesting of the shares.
|
|
(3)
|
Subject
to the terms of the award notice, the restricted shares will vest in equal
increments over the four-year period beginning on the first anniversary of
the award date, subject to us reaching earnings-per-share targets of $0.25
in 2007, $.50 in 2008, $1.00 in 2009, and $1.50 in 2010. Any
percentage that fails to vest as of a particular vesting date as a result
of failure to reach a particular target will automatically be forfeited;
provided, that such shares that do not vest as of a particular vesting
date will be eligible for vesting and will vest if we meet a subsequent
target, subject to continued employment. As a condition to
selling any vested shares of restricted Class A common stock, the
executive is required to maintain an equivalent of 200% of his annual
salary on the date of the proposed sale
in
|
the
combination of (i) Class A common stock and (ii) 50% of the value of (a)
unexercised options to purchase Class A common stock, and (b)
restricted Class A common stock; provided that the executive may sell such
portion of the restricted shares that is necessary to cover the federal
and state taxes he incurs upon vesting of the shares.
|
|
(4)
|
Subject
to the terms of the award notice, the restricted shares will vest 50% on
each of June 30, 2009 and June 30, 2010, subject to continued
employment. Such restricted shares have also been disclosed in
the Summary Compensation Table (based on grant date fair value) and the
Grants of Plan-Based Awards Table and do not constitute additional
compensation by virtue of their disclosure in this
table.
|
(5)
|
Such
shares of Class A common stock are part of an option award to purchase
2,500 shares, with such option vesting and becoming exercisable in
accordance with the following schedule: 34% on May 23, 2007,
67% on May 23, 2008, and 100% on May 23, 2009, subject to continued
employment and the terms of the award notice.
|
(6)
|
Subject
to the terms of the award notice, the restricted shares will vest 100% on
October 2, 2009, subject to continued employment. Such
restricted shares have also been disclosed in the Summary Compensation
Table (based on grant date fair value) and the Grants of Plan-Based Awards
Table and do not constitute additional compensation by virtue of their
disclosure in this table.
|
(7)
|
The
market value was calculated by multiplying the closing market price of our
stock on December 31, 2008, which was $2.00, by the number of restricted
shares that have not vested.
|
Name
|
Fees
Earned or Paid
in
Cash(1)
($)
|
Stock
Awards(2)
($)
|
Total
($)
|
William
T. Alt
|
$29,875
|
25,001
|
$54,876
|
Robert
E. Bosworth
|
$32,500
|
25,001
|
$57,501
|
Bradley
A. Moline
|
$32,875
|
25,001
|
$57,876
|
Dr.
Niel B. Nielson
|
$35,000
|
25,001
|
$60,001
|
Hugh
O. Maclellan, Jr.
(3)
|
$8,000
|
-
|
$8,000
|
(1)
|
This
column represents the amount of cash compensation earned in 2008 for Board
and committee service.
|
(2)
|
This
column represents the dollar amount recognized for financial statement
reporting purposes with respect to the 2008 fiscal year for the fair value
of stock awards granted to each director in 2008, in accordance with SFAS
123R. Directors who are not our employees received shares of our Class A
common stock with a market value on the grant date equivalent to
approximately $25,000. The directors can only sell these shares
if, after the sale, they maintain a minimum of $100,000 in value of our
Class A common stock.
|
(3)
|
Mr.
Maclellan's term ended in May 2008, as he decided not to stand for
re-election.
|
•
|
Each
of our directors, director nominees, and Named Executive
Officers;
|
•
|
All
of our executive officers and directors as a group; and
|
•
|
Each
person known to us to beneficially own 5% or more of any class of our
common stock.
|
Title
of Class
|
Name
and Address of Beneficial Owner(1)
|
Amount
and Nature
of
Beneficial
Ownership(2)
|
Percent
of Class(3)
|
Class
A & Class B
common
|
David
R. Parker & Jacqueline F. Parker
|
5,989,865(4)
|
28.7%
of Class A
100%
of Class B
39.9%
of Total(5)
|
Class
A common
|
Joey
B. Hogan
|
204,555(6)
|
1.6%
of Class A
1.4%
of Total
|
Class
A common
|
Richard
B. Cribbs
|
36,657(7)
|
*
|
Class
A common
|
Tony
Smith
|
101,576(8)
|
*
|
Class
A common
|
James
"Jim" Brower
|
45,500(9)
|
*
|
Class
A common
|
William
T. Alt
|
24,989
|
*
|
Class
A common
|
Robert
E. Bosworth
|
48,657(10)
|
*
|
Class
A common
|
Hugh
O. Maclellan, Jr.
|
29,268
|
*
|
Class
A common
|
Bradley
A. Moline
|
18,489
|
*
|
Class
A common
|
Dr.
Niel B. Nielson
|
18,489
|
*
|
Class
A common
|
Wells
Fargo & Company
|
1,148,718(11)
|
9.2%
of Class A
7.8%
of Total
|
Class
A common
|
Donald
Smith & Co., Inc.
|
1,087,321(12)
|
8.7%
of Class A
7.3%
of Total
|
Class
A common
|
Dimensional
Fund Advisors LP
|
1,012,426(13)
|
8.1%
of Class A
6.8%
of Total
|
Class
A & Class B
common
|
All
directors and executive officers as a group
(13
persons)
|
6,737,748(14)
|
44.1%
of Total
|
*
|
Less
than one percent (1%).
|
|
(1)
|
The
business address of Mr. and Mrs. Parker and the other directors,
director nominees, Named Executive Officers and the other executive
officers is 400 Birmingham Highway, Chattanooga, TN 37419. The
business addresses of the remaining entities listed in the table above
are: Wells Fargo & Company, 420 Montgomery Street,
San Francisco, CA 94104; Dimensional Fund Advisors LP,
Palisades West, Building One, 6300 Bee Cave Road, Austin, Texas 78746;
Donald Smith & Co., Inc., 152 West 57th
Street, New York, NY 10019; and Barrow, Hanley,
Mewhinney & Strauss, Inc., 2200 Ross Avenue, 31st
Floor, Dallas, TX 75201-2761.
|
|
(2)
|
Beneficial
ownership includes sole voting power and sole investment power with
respect to such shares unless otherwise noted and subject to community
property laws where applicable. In accordance with Rule 13d-3(d)(1)
under the Exchange Act, the number of shares indicated as beneficially
owned by a person includes shares of Class A common stock underlying
options that are currently exercisable or will become exercisable within
60 days from March 23, 2009 held by the following
individuals: Mr. Parker–199,787; Mr. Joey Hogan–107,169;
Mr. Cribbs–1,667; Mr. Smith–46,076; Mr. Brower–0;
Mr. Alt–15,000; Mr. Bosworth–17,500; Mr. Maclellan–17,500;
Mr. Moline–7,500; and Dr. Nielson-7,500. In addition, beneficial
ownership includes shares of restricted Class A common stock subject to
certain vesting and holding provisions held by the following
individuals: Mr. Parker–76,750; Mr. Joey Hogan–56,333; Mr.
Cribbs–27,744; Mr. Smith–45,500; and
Mr. Brower–45,500. The beneficial ownership also includes
the following shares of Class A common stock allocated to the
accounts of the following individuals under our 401(k) plan (the number of
shares reported as beneficially owned is equal to the following
individuals' February 11, 2009 account balance in the employer stock fund
under the Company's 401(k) plan divided by the closing price on such
date): Mr. Parker–24,851; Mr. Hogan–37,653; Mr. Cribbs–6,496;
Mr. Smith–0; and Mr. Brower–0.
|
|
(3)
|
Shares
of Class A common stock underlying stock options that are currently
exercisable or will be exercisable within 60 days following March 23, 2009
are deemed to be outstanding for purposes of computing the percentage
ownership of the person holding such options and the percentage ownership
of all directors and executive officers as a group, but are not deemed
outstanding for purposes of computing the percentage ownership of any
other person or entity. There are no stock options that will
become exercisable within 60 days following March 23, 2009, for any
executive officer, director, or director nominee of the
Company.
|
|
(4)
|
Comprised
of 3,160,662 shares of Class A common stock and 2,350,000 shares of
Class B common stock owned by Mr. and Mrs. Parker as joint
tenants with rights of survivorship; 100,000 shares of Class A common
stock owned by the Parker Family Limited Partnership, of which
Mr. and Mrs. Parker are the two general partners and
possess sole voting and investment control; 199,787 shares of Class A
common stock underlying Mr. Parker's stock options that are currently
exercisable; 76,750 shares of restricted Class A common stock; 24,851
shares allocated to the account of Mr. Parker under our 401(k) plan
(the number of shares reported as beneficially owned is equal to Mr.
Parker's February 11, 2009 account balance in the employer stock fund
under the Company's 401(k) plan divided by the closing price on such
date); and 77,815 shares of Class A common stock owned by the
David R. Parker 2008 Trust (of which Mr. Parker is the sole
lifetime beneficiary and Mrs. Parker is the trustee). The restricted
Class A common stock is subject to certain vesting and holding
provisions.
|
|
(5)
|
Based
on the aggregate number of shares of Class A and Class B common
stock held by Mr. and Mrs. Parker.
Mr. and Mrs. Parker hold 28.7% of shares of Class A
and 100% of shares of Class B common stock. The Class A common
stock is entitled to one vote per share, and the Class B common stock
is entitled to two votes per share. Mr. and Mrs. Parker
beneficially own shares of Class A and Class B common stock with
48.0% of the voting power of all outstanding voting
shares.
|
|
(6)
|
Comprised
of 3,400 shares of Class A common stock owned by Mr. Hogan and
Melinda J. Hogan as joint tenants, 107,169 shares of Class A common
stock underlying stock options, 56,333 shares of restricted Class A common
stock, and 37,653 shares held by Mr. Hogan in our 401(k) plan (the number
of shares reported as beneficially owned is equal to Mr. Hogan's February
11, 2009 account balance in the employer stock fund under the Company's
401(k) plan divided by the closing price on such date). The
restricted Class A common stock is subject to certain vesting and holding
provisions.
|
|
(7)
|
Comprised
of 750 shares of Class A common stock owned directly, 1,667 shares of
Class A common stock underlying stock options that are currently
exercisable, 27,744 shares of restricted Class A common stock, and 6,496
shares held by Mr. Cribbs in our 401(k) plan (the number of shares
reported as beneficially owned is equal to Mr. Cribb's February 11, 2009
account balance in the employer stock fund under the Company's 401(k) plan
divided by the closing price on such date). The restricted
Class A common stock is subject to certain vesting and holding
provisions.
|
(8)
|
Comprised
of 10,000 shares of Class A common stock owned by Mr. Smith and Kathy
Smith as joint tenants with rights of survivorship, 46,076 shares of Class
A common stock underlying stock options, and 45,500 shares of restricted
Class A common stock.
|
(9)
|
Comprised
of 45,500 shares of restricted Class A common stock.
|
(10)
|
Comprised
of 10,989 shares of Class A common stock owned directly, 20,168 shares of
Class A common stock held in an individual retirement account, and
17,500 shares of Class A common stock underlying stock
options.
|
(11)
|
As
reported on Schedule 13G/A filed with the SEC on January 22, 2009.
Represents aggregate beneficial ownership on a consolidated basis reported
by Wells Fargo & Company and includes shares of Class A
common stock beneficially owned by subsidiaries. Information is as of
December 31, 2008.
|
(12)
|
As
reported on Schedule 13G filed with the SEC on February 11, 2009.
Represents aggregate beneficial ownership on a consolidated basis
reported by Donald Smith & Co., Inc. and includes shares of Class A
common stock beneficially owned by advisory clients of Donald Smith &
Co., Inc. Information is as of December 31, 2008.
|
(13)
|
As
reported on Schedule 13G/A filed with the SEC on February 9, 2009.
Represents aggregate beneficial ownership on a consolidated basis reported
by Dimensional Fund Advisors LP and includes shares of Class A common
stock beneficially owned by advisory clients of Dimensional Fund Advisors
LP. Information is as of December 31, 2008.
|
(14)
|
The
other executive officers are Charles "Jerry" Eddy, R.H. Lovin, Jr., and M.
David Hughes. Mr. Eddy beneficially owns 52,071 shares of
Class A common stock, which are comprised of 44,500 shares of restricted
Class A common stock and 7,571 shares held by Mr. Eddy in our 401(k) plan
(the number of shares reported as beneficially owned is equal to Mr.
Eddy's February 11, 2009 account balance in the employer stock fund under
the Company's 401(k) plan divided by the closing price on such
date). Mr. Lovin beneficially owns 116,092 shares of Class
A common stock, which are comprised of 2,650 shares of Class A common
stock owned directly, 57,932 shares of Class A common stock underlying Mr.
Lovin's stock options that are currently exercisable, 43,500 shares of
restricted Class A common stock, and 12,010 shares allocated
to the account of Mr. Lovin under our 401(k) plan (the number of
shares reported as beneficially owned is equal to Mr. Lovin's February 11,
2009 account balance in the employer stock fund under the Company's 401(k)
plan divided by the closing price on such date). Mr. Hughes
beneficially owns 51,540 shares of Class A
common stock, which are comprised of 42,888 shares of restricted Class A
common stock and 8,652 shares allocated
to the account of Mr. Hughes under our 401(k) plan (the number of
shares reported as beneficially owned is equal to Mr. Hughes' February 11,
2009 account balance in the employer stock fund under the Company's 401(k)
plan divided by the closing price on such date). The restricted
Class A common stock is subject to certain vesting and holding
provisions. The shares detailed in this footnote are included
in the calculation of all directors and executive officers as a
group.
|
Fiscal
2008
|
Fiscal
2007
|
||
Audit
Fees(1)
|
$603,500
|
$710,000
|
|
Audit-Related
Fees(2)
|
0
|
0
|
|
Tax
Fees(3)
|
68,427
|
122,497
|
|
All
Other Fees(4)
|
0
|
0
|
|
Total
|
$671,927
|
$832,497
|
(1)
|
Represents
the aggregate fees billed for professional services rendered by KPMG for
the audit of our annual financial statements and review of financial
statements included in our quarterly reports on Form 10-Q, and
services that are normally provided by an independent registered public
accounting firm in connection with statutory or regulatory filings or
engagements for those fiscal years. For fiscal 2008, audit fees
were comprised of $373,000 in fees for the audit of our annual
consolidated financial statements and review of our consolidated financial
statements included in our quarterly reports on Form 10-Q, $205,500
in fees for the audit of our assessment of internal controls over
financial reporting, $25,000 for the statutory audit of our Volunteer
Insurance Limited subsidiary’s annual financial statements, and $0 in fees
for agreed upon procedures related to our securitization
facility. For fiscal 2007, audit fees were comprised of
$350,000 in fees for the audit of our annual financial statements and
review of financial statements included in our quarterly reports on
Form 10-Q, $315,000 in fees for the audit of our assessment of
internal controls over financial reporting, $25,000 for the statutory
audit of our Volunteer Insurance Limited subsidiary’s annual financial
statements, and $20,000 in fees for agreed upon procedures related to our
securitization facility.
|
(2)
|
Represents
the aggregate fees billed for assurance and related services by KPMG that
are reasonably related to the performance of the audit or review of our
financial statements and are not reported under "audit
fees." There were no such fees for fiscal 2008 or fiscal
2007.
|
(3)
|
Represents
the aggregate fees billed for professional services rendered by KPMG for
tax compliance, tax advice, and tax planning. For fiscal 2008,
tax fees were comprised of $45,480 in fees for tax compliance and $22,947
in fees for tax planning and advice. For fiscal 2007, tax fees
were comprised of $122,497 in fees for tax compliance and $0 in fees for
tax planning and advice.
|
(4)
|
Represents
the aggregate fees billed for products and services provided by KPMG,
other than audit fees, audit-related fees, and tax fees. There were no
such fees for fiscal 2008 or fiscal
2007.
|
Plan
Benefits
Covenant Transportation Group, Inc. 2006 Omnibus
Incentive Plan
|
||||
Fiscal Year 2008
(2)
|
Fiscal Year 2009(4)
|
|||
Name
and Principal Position
|
Dollar Value(1)
|
Number
of
Equity
Awards
|
Dollar
Value
|
Number
of
Equity Awards(3)
|
David
R. Parker,
Chief
Executive Officer,
Chairman,
and President
|
$65,813
|
18,750
|
$50,873
|
25,955
|
Richard
B. Cribbs,
Senior
Vice President and
Chief
Financial Officer
|
$46,875(5)
|
14,244(5)
|
$8,750
|
4,464
|
Joey
B. Hogan,
Senior
Executive Vice
President
and Chief
Operating
Officer
|
$52,650
|
15,000
|
$26,125
|
13,329
|
Tony
Smith,
President
of Southern
Refrigerated
Transport, Inc.
|
$43,875
|
12,500
|
$25,000
|
12,755
|
James
"Jim" Brower,
President
of Star
Transportation,
Inc.
|
$43,875
|
12,500
|
$10,000
|
5,102
|
Executive
Group
|
$399,712
|
119,215
|
$159,009
|
81,127
|
Non-Executive
Director Group
|
$100,003
|
22,884
|
-
|
-
|
Employee
Group
|
$524,991
|
149,570
|
$131,815
|
67,252
|
(1)
|
Represents
the grant date fair value of the stock awards under SFAS 123R granted to
the Named Executive Officers during fiscal 2008. The fair value
was calculated using the closing price of our common stock on the grant
date. The fair value of the stock awards are accounted for in
accordance with SFAS 123R. Due to rounding, the total amount
set forth for the Non-Executive Director Group does not foot with the
total of the amounts set forth in the Director Compensation
table. For additional information on the valuation assumptions,
refer to note 3, Share-Based
Compensation, of our consolidated financial statements in the Form
10-K for the year ended December 31, 2008, as filed with the SEC on March
31, 2009. These amounts reflect our accounting expense and do
not correspond to the actual value that will be recognized by the
recipients.
|
(2)
|
Represents
the fiscal year 2008 grants that were granted as of December 31, 2008, all
of which were shares of restricted Class A common stock, with the
exception of the grants of unrestricted shares to the Non-Executive
Director Group. The Non-Executive Director Group received
shares of our Class A common stock with a market value on the grant date
equivalent to approximately $25,000.
|
(3)
|
Represents
the number of equity awards assuming a dollar value at the March 31, 2009
closing price of $1.96.
|
(4)
|
Represents
the fiscal year 2009 grants that were granted as of March 31, 2009, all of which were
restricted stock. With the exception of Messrs. Parker's and
Hogan's, these grants shall be void if the stockholders of the Company do
not approve the Amendment to the Incentive Plan at the 2009 Annual
Meeting.
|
(5)
|
Represents
12,500 shares of restricted Class A common stock with a grant date value
of $3.51, and 1,744 shares of restricted Class A common stock with a grant
date value of $1.72.
|
Plan
category
|
Number
of
securities
to
be
issued
upon
exercise
of
outstanding
options,
warrants
and
rights
|
Weighted-
average
exercise
price
of
outstanding
options,
warrants
and
rights
|
Number
of securities
remaining
available for
future
issuance under
equity
compensation
plans
(excluding
securities
reflected in
column
(a))
|
(a)
|
(b)
|
(c)
|
|
Equity
compensation plans approved by security holders (1)
|
1,095,190
|
$13.43
|
30,118
|
Equity
compensation plans not approved by security holders (2)
|
100,000
|
$14.49
|
-
|
Total
|
1,195,190
|
$13.52
|
30,118
|
(1)
|
Includes
Incentive Stock Plan, Outside Director Stock Option Plan, 2003 Incentive
Stock Plan, and the 2006 Omnibus Incentive Plan.
|
(2)
|
Includes
1998 Non-Officer Incentive Stock Plan, and shares issued pursuant to
grants outside any plan.
|
Covenant
Transportation Group, Inc.
|
|
/s/ David R.
Parker
|
|
David
R. Parker
|
|
Chairman
of the Board of Directors
|
|
April
10, 2009
|
Using
a black
ink pen, mark your
votes with an X as
shown in this example. Please do not write outside the designated
areas.
|
[X]
|
PLEASE
FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE
ENCLOSED ENVELOPE.
|
A Proposals — The Board of
Directors recommends a vote FOR all the nominees listed,
FOR Proposal 2, and FOR granting
the proxies discretionary
authority.
|
1.
|
Election
of Directors:
|
01
– William T. Alt
|
02
– Robert E. Bosworth
|
03
– Bradley A. Moline
|
||
04
– Niel B. Nielson
|
05
– David R. Parker
|
[ ]
|
Mark
here to vote FOR all
nominees
|
[ ]
|
Mark
here to vote WITHHOLD vote
from all nominees
|
01
|
02
|
03
|
04
|
05
|
||
[ ]
|
For All EXCEPT
– To withhold a vote for one or more nominees, mark the box to the left
and the corresponding numbered box(es) to the right.
|
[ ]
|
[ ]
|
[ ]
|
[ ]
|
[ ]
|
2.
|
Approval
of the Amendment to the Covenant Transportation Group, Inc. 2006 Omnibus
Incentive Plan (the “Incentive Plan”), which, among other things, (i)
provides that the maximum aggregate number of shares of Class A common
stock available for the grant of awards under the Incentive Plan from and
after the effective date of the Amendment shall not exceed 700,000, and
(ii) limits the shares of Class A common stock that shall be available for
issuance or reissuance under the Incentive Plan from and after the
effective date of the Amendment to the additional 700,000 shares reserved,
plus any expirations, forfeitures, cancellations, or certain other
terminations of such shares.
|
For
[ ]
|
Against
[ ]
|
Abstain
[ ]
|
GRANT
AUTHORITY
to
vote
|
WITHHOLD
AUTHORITY
to
vote
|
Abstain
|
||
3.
|
In
their discretion, the attorneys and proxies are authorized to vote upon
such other matters as may properly come before the meeting or any
adjournment thereof.
|
[ ]
|
[ ]
|
[ ]
|
B Authorized Signatures —
This section must be completed for your vote to be counted. — Date and
Sign Below
|
||||
Please
sign above exactly as your name appears at the upper left. When
shares are held by joint tenants, both shall sign. When signing
as attorney, executor, administrator, trustee or guardian, please give
full title as such. If a corporation, please sign in full
corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by authorized
person.
|
||||
Signature
1 — Please keep signature within the box.
|
Signature
2 — Please keep signature within the box.
|
|||
/ /
|
||||
IF
VOTING BY MAIL, YOU MUST COMPLETE
SECTIONS A AND
B.
|
PLEASE
FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE
ENCLOSED ENVELOPE.
|
Proxy
- COVENANT
TRANSPORTATION GROUP,
INC.
|