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EX-3.2 - EXHIBIT 3.2 (FIFTH AMENDED AND RESTATED BYLAWS OF COVENANT LOGISTICS GROUP, INC. - COVENANT LOGISTICS GROUP, INC.exhibit32.htm
EX-3.1 - EXHIBIT 3.1 (THIRD AMENDED AND RESTATED ARTICLES OF INCORPORATION OF COVENANT LO - COVENANT LOGISTICS GROUP, INC.exhibit31.htm

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):
July 1, 2020
___________________________________________________________________


COVENANT LOGISTICS GROUP, INC.
(Exact name of registrant as specified in its charter)


Nevada
000-24960
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)

(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
CVTI
The NASDAQ Global Select Market

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 Arrangements of Certain Officers.

On July 1, 2020, the stockholders of Covenant Logistics Group, Inc. (formerly Covenant Transportation Group, Inc.), a Nevada corporation (the “Company”), upon recommendation of the Compensation Committee (the “Compensation Committee”) of the Company’s Board of Directors (the “Board”), approved the Second Amendment (the “Second Amendment”) to the Company’s Third Amended and Restated 2006 Omnibus Incentive Plan (the “Incentive Plan”). The Second Amendment (i) increases the number of shares of Class A common stock available for issuance thereunder by an additional 1,900,000 shares, (ii) adds a fungible share reserve feature, under which shares subject to stock options and stock appreciation rights will be counted as one share for every share granted and shares subject to all other awards will be counted as 1.80 shares for every share granted, (iii) adds a double-trigger vesting requirement upon a change in control, (iv) eliminates the Compensation Committee’s discretion to accelerate vesting, except in cases involving death or disability, (v) increases the maximum award granted or payable to any one participant under the Incentive Plan for a calendar year from 200,000 shares of Class A common stock or $2,000,000, in the event the award is paid in cash, to 500,000 shares of Class A common stock or $4,000,000, in the event the award is paid cash, and (vi) makes such other miscellaneous, administrative and conforming changes as are necessary. The terms of the Second Amendment are described in the Company’s Proxy Statement for the 2020 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on June 8, 2020 (the “Proxy Statement”) in the section thereof titled “Proposal 5—Approval of the Second Amendment to the Incentive Plan.” The text of the Second Amendment is set forth as Appendix A to the Proxy Statement.


Item 5.07
Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders of the Company (the “Annual Meeting”) was held on Wednesday July 1, 2020. Five 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.

1.
The individuals listed below were elected to serve as directors of the Company until the next annual meeting of stockholders or until their successors are duly elected and qualified:
 
      Nominee
For
Withheld
Broker
Non-Votes
      Robert E. Bosworth
15,226,282
483,053
2,759,086
      D. Michael Kramer
15,506,303
203,032
2,759,086
      Bradley A. Moline
13,931,357
1,777,978
2,759,086
      David R. Parker
15,228,840
480,495
2,759,086
      Rachel Parker- Hatchett
15,097,339
611,996
2,759,086
      Herbert J. Schmidt
15,275,318
434,017
2,759,086
      W. Miller Welborn
15,452,631
256,704
2,759,086

2.
The compensation of the Company’s named executive officers was approved, on an advisory and non-binding basis, as follows:
Votes For
Votes Against
Abstentions
Broker
Non-Votes
15,446,899
233,085
29,351
2,759,086

3.
The appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020, was ratified as follows:
Votes For
Votes Against
Abstentions
Broker
Non-Votes
18,436,968
27,097
11,856
--

4.
The amendment to the Company’s Second Amended and Restated Articles of Incorporation (as so amended, the “Third Amended and Restated Articles of Incorporation”) to change the Company’s name to Covenant Logistics Group, Inc. was approved by the affirmative vote of a majority of the voting power of the Class A stockholders and the Class B Stockholders voting together as a single class, as follows:

Votes For
Votes Against
Abstentions
Broker
Non-Votes
18,429,104
24,464
22,353
--

The Board amended the Company’s Fourth Amended and Restated Bylaws effective July 1, 2020 (as so amended, the “Fifth Amended and Restated Bylaws”) to change the Company’s name to Covenant Logistics Group, Inc. The Third Amended and Restated Articles of Incorporation and the Fifth Amended and Restated Bylaws are filed hereto as Exhibits 3.1 and 3.2, respectively.

In association with the name change, the Company is changing its ticker symbol from “CVTI” to “CVLG”. Trading under the new ticker symbol is expected to begin on July 6, 2020.

5.
The Second Amendment was approved as follows:
Votes For
Votes Against
 Abstentions
Broker
Non-Votes
14,485,697
1,207,771
15,867
2,759,086

Item 9.01
Financial Statements and Exhibits.
   
 
(d)
Exhibits.
   
 
EXHIBIT
NUMBER
EXHIBIT DESCRIPTION
 
 
Third Amended and Restated Articles of Incorporation of Covenant Logistics Group, Inc.
 
Fifth Amended and Restated Bylaws of Covenant Logistics Group, Inc.


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: July 2, 2020
By:
/s/ M. Paul Bunn
   
M. Paul Bunn
   
Executive Vice President, Chief Financial Officer, and Secretary


EXHIBIT INDEX

EXHIBIT
NUMBER
EXHIBIT DESCRIPTION
   
Third Amended and Restated Articles of Incorporation of Covenant Logistics Group, Inc.
Fifth Amended and Restated Bylaws of Covenant Logistics Group, Inc.