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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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[X]
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Definitive Proxy Statement
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[ ]
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Definitive Additional Materials
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[ ]
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Soliciting Material Pursuant to § 240.14a-12
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[X]
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No fee required
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[ ]
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
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(1)
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Title of each class of securities to which transaction applies:
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N/A
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(2)
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Aggregate number of securities to which transaction applies:
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N/A
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(3)
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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):
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N/A
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(4)
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Proposed maximum aggregate value of transaction:
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N/A
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(5)
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Total fee paid:
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N/A
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[ ]
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Fee paid previously with preliminary materials.
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N/A
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[ ]
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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.
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(1)
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Amount previously paid:
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N/A
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(2)
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Form, Schedule or Registration Statement No.:
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N/A
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(3)
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Filing Party:
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N/A
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(4)
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Date Filed:
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N/A
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1.
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To consider and act upon a proposal to elect five (5) directors;
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2.
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To consider and act upon a proposal to approve an amendment to the Covenant Transportation Group, Inc. Second Amended and Restated 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 May 29, 2013, shall not exceed 750,000 plus the 800,000 shares (of which 195,836 shares remain available currently) previously made available under the Second Amendment to the Incentive Plan approved by stockholders in May 2011, (ii) limits the shares of Class A common stock that shall be available for issuance or reissuance under the Incentive Plan from and after May 29, 2013 to the additional 750,000 shares reserved plus the 800,000 shares (of which 195,836 shares remain available currently) previously reserved, plus any remaining expirations, forfeitures, cancellations, or certain other terminations of such shares, and (iii) re-sets the term of the Incentive Plan to expire on March 31, 2023 with respect to the ability to grant new awards;
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3.
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To consider and act upon a proposal to renew the material terms of the performance-based goals under the Incentive Plan to allow certain grants and awards to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code, as amended;
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4.
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To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2013; and
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5.
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To consider and act upon such other matters as may properly come before the meeting and any adjournment thereof.
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Important Notice Regarding the Availability of Proxy Materials for the
Meeting of Stockholders to Be Held on May 29, 2013
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By Order of the Board of Directors,
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/s/ David R. Parker
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David R. Parker
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Chairman of the Board
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GENERAL INFORMATION
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Voting by Proxy
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Record Date and Voting Rights
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Quorum Requirement
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Required Vote
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Voting Instructions
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Right to Attend Annual Meeting; Revocation of Proxy
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Costs of Solicitation
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Annual Report
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Important Information to Read with This Proxy Statement
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PROPOSAL 1 - ELECTION OF DIRECTORS
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Nominees for Directorships
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CORPORATE GOVERNANCE
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The Board of Directors and Its Committees
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Board of Directors
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Committees of the Board of Directors
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The Audit Committee
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Report of the Audit Committee
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The Compensation Committee
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Report of the Compensation Committee
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Compensation Committee Interlocks and Insider Participation
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The Nominating and Corporate Governance Committee
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Our Executive Officers
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Section 16(a) Beneficial Ownership Reporting Compliance
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Code of Conduct and Ethics
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EXECUTIVE COMPENSATION
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Compensation Discussion and Analysis
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Overview and Philosophy of Compensation
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Named Executive Officers
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Elements of Compensation
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Compensation Determination Process
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Base Salary
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Incentive Compensation
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Long-Term Incentives
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Performance-Based Annual Cash Bonuses
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Other Compensation
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Employee Benefits
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Compensation Paid to Our Named Executive Officers
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Compensation Paid to Our Chief Executive Officer
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Compensation Paid to Our Other Named Executive Officers
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Compensation Decisions with Respect to 2013
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Benchmarking Compensation
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Other Policies and Considerations
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Risk Considerations Regarding Compensation
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Employment and Severance Agreements
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Potential Payments Upon Termination or Change in Control
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Consideration of Say-on-Pay Vote Results
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Summary Compensation Table
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All Other Compensation Table
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Narrative to the Summary Compensation Table
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Grants of Plan-Based Awards Table
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Narrative to Grants of Plan-Based Awards Table
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Outstanding Equity Awards at Year-End Table
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"FOR"
Proposal 1:
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The election of the five (5) director nominees named below;
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"FOR"
Proposal 2:
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The approval of an Amendment to the Covenant Transportation Group, Inc. Second Amended and Restated 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 May 29, 2013, shall not exceed 750,000 plus the 800,000 shares (of which 195,836 shares remain available currently) previously made available under the Second Amendment to the Incentive Plan approved by stockholders in May 2011, (ii) limits the shares of Class A common stock that shall be available for issuance or reissuance under the Incentive Plan from and after May 29, 2013, to the additional 750,000 shares reserved plus the 800,000 shares (of which 195,836 shares remain available currently) previously reserved, plus any remaining expirations, forfeitures, cancellations, or certain other terminations of such shares, and (iii) re-sets the term of the Incentive Plan to expire on March 31, 2023 with respect to the ability to grant new awards;
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"FOR"
Proposal 3:
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Renewal of the material terms of the performance-based goals under the Incentive Plan to allow certain grants and awards to continue to qualify as performance-based compensation under Internal Revenue Code Section 162(m); and
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"FOR"
Proposal 4:
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Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2013.
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•
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is independent under NASDAQ Rule 5605(a)(2);
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•
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meets the criteria for independence set forth in Rule 10A-3(b)(1) under the Exchange Act;
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•
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did not participate in the preparation of our financial statements or the financial statements of any of our current subsidiaries at any time during the past three years; and
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•
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is able to read and understand fundamental financial statements, including our balance sheet, statement of operations, and statement of cash flows.
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Audit Committee:
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Robert E. Bosworth, Chair
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Bradley A. Moline
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Dr. Niel B. Nielson
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•
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is independent under NASDAQ Rule 5605(a)(2);
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•
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meets the criteria for independence set forth in Rule 10C-1(b)(1) under the Exchange Act;
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•
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did not directly or indirectly accept any consulting, advisory or other compensatory fee from the Company;
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•
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as determined by our Board, is not affiliated with the Company, any Company subsidiary, or any affiliate of a Company subsidiary, and does not have any other relationship, which would impair each respective member's judgment as a member of the Compensation Committee; and
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•
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is an "outside director" as defined in Section 162(m) of the Internal Revenue Code, as amended (the "IRC"), and U.S. Treasury Regulation Section 1.162-27.
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Compensation Committee:
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Dr. Niel B. Nielson, Chair
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William T. Alt
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•
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the proposed director nominee's name and qualifications and the reason for such recommendation;
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•
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the name and record address of the stockholder(s) proposing such nominee;
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•
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the number of shares of our Class A and/or Class B common stock that are beneficially owned by such stockholder(s) and the dates indicating how long such stock has been held by such stockholder(s);
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•
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a description of any financial or other relationship between the stockholder(s) and such director nominee or between the director nominee and us or any of our subsidiaries;
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•
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appropriate biographical and other information equivalent to that required of all other director nominee candidates; and
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•
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any other information such stockholder(s) must provide pursuant to and as required under Rule 14a-8 of the Exchange Act.
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Name
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Position
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1.
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David R. Parker
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CEO, Chairman of the Board, and President
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2.
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Richard B. Cribbs
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Senior Vice President and CFO
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3.
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Joey B. Hogan
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Senior Executive Vice President and COO, and President of CTI
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4.
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Tony Smith
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President of SRT
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5.
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R.H. Lovin, Jr.
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Executive Vice President and Corporate Secretary
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•
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Our general compensation structure utilizes a combination of short-term (such as base salary and performance-based annual bonuses) and long-term (equity awards) elements. This balanced mix aligns our compensation with the achievement of short- and long-term Company goals, promotes short- and long-term executive decision-making, and does not encourage or incentivize excessive or unreasonable risk-taking by employees in pursuit of short-term benefits.
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•
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Equity awards are limited by the terms of our Incentive Plan to a fixed maximum and are subject to staggered or long-term vesting schedules, which aligns the interests of our executive officers and employees with those of our stockholders.
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•
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Variable compensation elements are based on different performance goals and other factors, including the performance of the Company overall, separate business units or the individual employee.
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•
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The Compensation Committee is comprised of only independent directors who review and make compensation decisions based on objective measurements and payment methodologies.
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•
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Base salaries for our employees are competitive and generally consistent with salaries paid for comparable positions in our industry. The Compensation Committee may also review trucking
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industry peer group compensation data compiled and provided by a compensation consultant to help determine salary compensation.
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•
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Our internal controls over financial reporting, audit practices and corporate codes of ethics and business conduct were implemented to reinforce the balanced compensation objectives established by our Compensation Committee.
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Name
|
Value of Accelerated
Stock
Options
($)
|
Value of Accelerated
Restricted Stock
($)
|
David R. Parker
|
-
|
473,510
|
Richard B. Cribbs
|
-
|
205,330
|
Joey B. Hogan
|
-
|
420,280
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Tony Smith
|
-
|
380,342
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R.H. Lovin, Jr.
|
-
|
337,169
|
Name and
Principal Position
|
Year
|
Salary
($)
(1)
|
Bonus
($)
|
Stock
Awards
(2)
($)
|
Non-Equity
Incentive Plan
Compensation
($)
(3)
|
All Other
Compensation
(4)
($)
|
Total
($)
|
David R. Parker,
CEO, Chairman of the
Board, and President
|
2012
|
535,496
|
-
|
150,500
|
294,523
|
144,346
|
1,124,865
|
2011
|
534,468
|
-
|
93,400
|
-
|
146,517
|
774,385
|
|
2010
|
481,950
|
-
|
215,550
|
294,525
|
147,320
|
1,139,345
|
|
Richard B. Cribbs,
Senior Vice President
and CFO
|
2012
|
181,738
|
-
|
71,326
|
81,407
|
9,000
|
343,471
|
2011
|
175,146
|
-
|
34,838
|
-
|
9,000
|
218,984
|
|
2010
|
166,250
|
-
|
79,625
|
77,000
|
9,000
|
331,875
|
|
Joey B. Hogan,
Senior Executive Vice
President
and COO, and President of CTI
|
2012
|
275,622
|
-
|
150,500
|
151,248
|
13,200
|
590,570
|
2011
|
274,469
|
-
|
93,400
|
-
|
13,200
|
381,069
|
|
2010
|
247,500
|
-
|
162,000
|
151,250
|
13,200
|
573,950
|
|
Tony Smith,
President of SRT
|
2012
|
250,000
|
-
|
144,921
|
27,500
|
12,000
|
434,421
|
2011
|
252,253
|
-
|
76,537
|
-
|
12,000
|
340,790
|
|
2010
|
243,750
|
-
|
132,751
|
172,500
|
12,000
|
561,001
|
|
R.H. Lovin, Jr.,
Executive Vice President
and Corporate Secretary
|
2012
|
181,738
|
-
|
123,327
|
101,759
|
13,200
|
420,024
|
2011
|
171,182
|
-
|
76,537
|
-
|
13,200
|
260,919
|
|
2010
|
155,217
|
-
|
149,911
|
94,380
|
13,200
|
412,708
|
(1)
|
Effective January 1, 2010, Messrs. Parker and Hogan voluntarily reduced their salary by $53,550 and $27,500, respectively and effective April 1, 2010, Cribbs and Lovin voluntarily reduced their salaries by $8,750 and $17,160, respectively. Each Named Executive Officer received a grant of restricted stock to compensate for their respective forgone salary; excluding Mr. Hogan in 2010 as he notified the Compensation Committee of his desire not to receive any grant in exchange for his 2010 salary reduction. Accordingly, no grant to Mr. Hogan was considered by the Compensation Committee.
|
(2)
|
The amounts included in this column represent the aggregate grant date fair value of the awards granted to each Named Executive Officer in accordance with FASB ASC Topic 718, including $53,550 for Mr. Parker, $8,750 for Mr. Cribbs, and $17,160 for Mr. Lovin related to grants of restricted stock in 2010 to compensate for foregone salary. The value ultimately realized by the recipient may or may not be equal to this determined value. The amounts included in this column exclude restricted stock grants made in November 2012 to Mr. Parker for 20,000 shares; Mr. Cribbs, 10,000; Mr. Hogan, 16,000; Mr. Smith, 16,000; and Mr. Lovin, 10,000. Such shares vest based on performance targets that were not probable of being achieved as of the grant date and, accordingly, no compensation cost has been recorded in accordance with FASB ASC Topic 718. The grant date value of each such November 2012 award, assuming the highest level of performance is achieved and as calculated using the closing price ($4.83) of our Class A common stock on the grant date, is $96,600 for Mr. Parker's award, $48,300 for Mr. Cribbs, $77,280 for Mr. Hogan, $77,280 for Mr. Smith, and $48,300 for Mr. Lovin. For additional information on the valuation assumptions with respect to the grants, refer to
Note 4,
Stock-Based Compensation
, of our consolidated financial statements as provided in the Form 10-K for the year ended December 31, 2012, as filed with the SEC. This fair value does not represent cash received by the executive, but potential earnings contingent on continued employment and/or our future performance. Such November 2012 restricted stock awards are disclosed in the
Grants of Plan-Based Awards Table and Outstanding Equity Awards at Year-End Table
and therefore do not constitute additional compensation not otherwise reported in this Proxy Statement. The performance targets related to such November 2012 awards are also discussed under
Executive Compensation – Compensation Discussion and Analysis – Compensation Paid to Our Named Executive Officers
. Because such awards add value to the recipient only when stockholders benefit from stock price appreciation, such awards further align management's interest with those of our stockholders.
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(3)
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The 2012 and 2010 amounts relate to bonuses paid pursuant to performance-based grants that were approved by the Compensation Committee in compliance with the provisions of IRC Section 162(m).
|
(4)
|
See the
All Other Compensation
Table
for additional information.
|
Name
|
Year
|
Perquisites and
Other Personal
Benefits
($)
|
Insurance
Premiums
($)
|
Contributions to
Retirement and
401(k) Plans
(4)
($)
|
Total
($)
|
David R. Parker
|
2012
|
44,346
(1)
|
100,000
(3)
|
-
|
144,346
|
Richard B. Cribbs
|
2012
|
9,000
(2)
|
-
|
-
|
9,000
|
Joey B. Hogan
|
2012
|
13,200
(2)
|
-
|
-
|
13,200
|
Tony Smith
|
2012
|
12,000
(2)
|
-
|
-
|
12,000
|
R.H. Lovin, Jr.
|
2012
|
13,200
(2)
|
-
|
-
|
13,200
|
(1)
|
During 2012, 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 2012, we also paid for certain of Mr. Parker's club fees and dues.
|
(2)
|
During 2012, 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 $25,000 or 10% of the total amount of the personal benefits he received during 2012.
|
(3)
|
During 2012, we paid Mr. Parker the value of certain life insurance premiums, as a result of arrangements entered into during a time when split-dollar insurance policies were common. Subsequent to adoption of the Sarbanes-Oxley Act of 2002, we converted the policy to a company-paid policy to honor the pre-existing obligation to Mr. Parker.
|
(4)
|
There were no contributions made to the Named Executive Officers’ 401(k) accounts in 2012 as the Board approved the suspension of employee matching "discretionary" contributions to be made beginning early in 2010 for an indefinite time period.
|
Name
|
Grant Date
|
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards
(1)
|
Estimated Future Payouts Under Equity Incentive
Plan Awards
(2)(5)
|
Grant
Date Fair
Value of
Stock and
Option
Awards
($)
(5)
|
||||
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
|||
David R. Parker
|
08/22/12
|
-
|
-
|
-
|
-
|
20,000
|
-
|
119,600
(3)
|
11/15/12
|
-
|
-
|
-
|
-
|
20,000
|
-
|
-
(4)
|
|
133,875
|
267,750
|
535,500
|
-
|
-
|
-
|
-
|
||
Richard B. Cribbs
|
8/22/12
|
-
|
-
|
-
|
-
|
10,000
|
-
|
59,800
(3)
|
11/15/12
|
-
|
-
|
-
|
-
|
10,000
|
-
|
-
(4)
|
|
37,000
|
74,000
|
185,000
|
-
|
-
|
-
|
-
|
||
Joey B. Hogan
|
8/22/12
|
-
|
-
|
-
|
-
|
20,000
|
-
|
119,600
(3)
|
11/15/12
|
-
|
-
|
-
|
-
|
16,000
|
-
|
-
(4)
|
|
68,750
|
137,500
|
275,000
|
-
|
-
|
-
|
-
|
||
Tony
Smith
|
8/22/12
|
-
|
-
|
-
|
-
|
20,000
|
-
|
119,600
(3)
|
11/15/12
|
-
|
-
|
-
|
-
|
16,000
|
-
|
-
(4)
|
|
62,500
|
125,000
|
250,000
|
-
|
-
|
-
|
-
|
||
R.H.
Lovin, Jr.
|
8/22/12
|
-
|
-
|
-
|
-
|
16,389
|
-
|
98,006
(3)
|
11/15/12
|
-
|
-
|
-
|
-
|
10,000
|
-
|
-
(4)
|
|
46,250
|
92,500
|
185,000
|
-
|
-
|
-
|
-
|
(1)
|
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 February 2012. The performance targets are related to our consolidated performance, except with respect to Mr. Smith's bonus where the targets are weighted 80% to the performance of SRT and 20% on our consolidated performance. The bonus threshold, target, and maximum set forth above are based upon the Named Executive Officer's 2012 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 adjustments. See
Executive Compensation – Compensation Discussion and Analysis
for additional detail with respect to the performance targets.
|
(2)
|
This column represents the potential number of shares to be awarded to the Named Executive Officer based upon the vesting requirements that were established by the Compensation Committee for each tranche of awards and as discussed in more detail in
Executive Compensation – Compensation Discussion and Analysis
.
|
(3)
|
This column represents the full grant date fair value of the stock awards in accordance with FASB ASC Topic 718 granted to the Named Executive Officers in 2012. The fair value was calculated using the closing price ($5.98) of our Class A common stock on August 22, 2012. For additional information on the valuation assumptions, refer to Note 4,
Stock-Based Compensation
, of our consolidated financial statements in the Form 10-K for the year ended December 31, 2012, 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.
|
(4)
|
These shares vest based on performance targets that were not probable of being achieved as of the grant date and, accordingly, no compensation cost has been recorded in accordance with FASB ASC Topic 718. The grant date value of each such November 2012 award, assuming the highest level of performance is achieved and as calculated using the closing price ($4.83) of our Class A common stock on the November 15, 2012, grant date, is $96,600 for Mr. Parker's award, $48,300 for Mr. Cribbs, $77,280 for Mr. Hogan, $77,280 for Mr. Smith, and $48,300 for Mr. Lovin. Such November 2012 restricted stock awards are disclosed footnote 2 of the
Summary Compensation
Table and the
Outstanding Equity Awards at Year-End Table
and therefore do not constitute additional compensation not otherwise reported in this Proxy Statement. The related performance targets are also discussed under
Executive Compensation – Compensation Discussion and Analysis – Compensation Paid to Our Named Executive Officers
.
|
(5)
|
The amounts exclude awards granted on May 17, 2011, of 10,000 shares to Mr. Parker; 3,730 to Mr. Cribbs; 10,000 to Mr. Hogan; 8,195 to Mr. Smith; and 8,195 to Mr. Lovin. The grant date fair value of each such May 2011 award is $30,900 for Mr. Parker's award, $11,526 for Mr. Cribbs, $30,900 for Mr. Hogan, $25,321 for Mr. Smith, and $25,321 for Mr. Lovin. The terms of these awards provided that each award would vest based on improvements from the higher than the greater of the 2010 or 2011 consolidated net income margin percentage. Because 2011 results were not known as of the grant date, the grant date fair value of each May 2011 award could not be determined until 2012, pursuant to FASB ASC Topic 718. As such, the grant date fair value associated with such awards is included in the
Summary Compensation Table
but excluded in this
Grants of Plan-Based Awards Table
.
|
Option Awards
|
Stock Awards
|
||||||
Name
|
Grant Date
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Option
Exercise
Price
($)
|
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
(6)
($)
|
David R. Parker
|
02/20/03
|
6,891
|
-
|
17.30
|
02/20/13
|
-
|
-
|
05/22/03
|
10,000
|
-
|
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
|
-
|
-
|
|
01/12/10
|
-
|
-
|
-
|
-
|
5,626
(1)
|
31,112
|
|
11/04/10
|
-
|
-
|
-
|
-
|
20,000
(2)
|
110,600
|
|
05/17/11
|
-
|
-
|
-
|
-
|
20,000
(3)
|
110,600
|
|
08/22/12
|
-
|
-
|
-
|
-
|
20,000
(4)
|
110,600
|
|
11/15/12
|
-
|
-
|
-
|
-
|
20,000
(5)
|
110,600
|
|
Richard B. Cribbs
|
05/23/06
|
2,500
|
-
|
12.79
|
05/23/16
|
-
|
-
|
01/12/10
|
-
|
-
|
-
|
-
|
920
(1)
|
5,088
|
|
11/04/10
|
-
|
-
|
-
|
-
|
8,750
(2)
|
48,388
|
|
05/17/11
|
-
|
-
|
-
|
-
|
7,460
(3)
|
41,254
|
|
08/22/12
|
-
|
-
|
-
|
-
|
10,000
(4)
|
55,300
|
|
11/15/12
|
-
|
-
|
-
|
-
|
10,000
(5)
|
55,300
|
|
Joey B. Hogan
|
02/20/03
|
2,612
|
-
|
17.30
|
02/20/13
|
-
|
-
|
05/22/03
|
10,000
|
-
|
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
|
-
|
-
|
|
11/04/10
|
-
|
-
|
-
|
-
|
20,000
(2)
|
110,600
|
|
05/17/11
|
-
|
-
|
-
|
-
|
20,000
(3)
|
110,600
|
|
08/22/12
|
-
|
-
|
-
|
-
|
20,000
(4)
|
110,600
|
|
11/15/12
|
-
|
-
|
-
|
-
|
16,000
(5)
|
88,480
|
|
Tony Smith
|
08/28/03
|
7,500
|
-
|
17.00
|
08/28/13
|
-
|
-
|
05/27/04
|
7,500
|
-
|
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
|
-
|
-
|
|
11/04/10
|
-
|
-
|
-
|
-
|
16,389
(2)
|
90,631
|
|
05/17/11
|
-
|
-
|
-
|
-
|
16,389
(3)
|
90,631
|
|
08/22/12
|
-
|
-
|
-
|
-
|
20,000
(4)
|
110,600
|
|
11/15/12
|
-
|
-
|
-
|
-
|
16,000
(5)
|
88,480
|
|
R.H. Lovin, Jr.
|
02/20/03
|
1,838
|
-
|
17.30
|
02/20/13
|
-
|
-
|
05/22/03
|
7,500
|
-
|
17.63
|
05/22/13
|
-
|
-
|
|
05/27/04
|
7,500
|
-
|
15.71
|
05/22/14
|
-
|
-
|
|
02/16/05
|
1,555
|
-
|
21.43
|
02/16/15
|
-
|
-
|
|
05/10/05
|
7,500
|
-
|
13.64
|
05/10/15
|
-
|
-
|
|
01/12/10
|
-
|
-
|
-
|
-
|
1,804
(1)
|
9,976
|
|
11/04/10
|
-
|
-
|
-
|
-
|
16,389
(2)
|
90,631
|
|
05/17/11
|
-
|
-
|
-
|
-
|
16,389
(3)
|
90,631
|
|
08/22/12
|
-
|
-
|
-
|
-
|
16,389
(4)
|
90,631
|
|
11/15/12
|
-
|
-
|
-
|
-
|
10,000
(5)
|
55,300
|
(1)
|
Subject to the terms of the award notice, the remaining restricted shares will vest when and to the extent the Company’s Class A common stock trades at or above $11.00 for 20 consecutive trading days during the period beginning January 1, 2011, and ending December 31, 2015.
|
(2)
|
Subject to the terms of the award notice, the restricted shares will vest as follows: (i) 33.3% vest following the first year, commencing with 2011 and ending with 2013, that the Company's net income margin percentage for such year is at least 0.5 percentage points higher than the 2010 net income margin percentage; (ii) 33.3% vest following the first year, commencing with 2011 and ending with 2013, that the Company's net income margin percentage for such year is at least 1.0 percentage points higher than the 2010 net income margin percentage; and (iii) 33.4% vest on December 31, 2013. The vesting of the restricted shares is subject to certain continued employment, acceleration, and forfeiture provisions.
|
(3)
|
Subject to the terms of the award notice, the restricted shares will vest as follows: (i) 25.0% vest following the first year, commencing with 2012 and ending with 2013, that the Company’s consolidated net income margin percentage for such year is at least 0.5 percentage points higher than the greater of the 2010 or 2011 consolidated net income margin percentage; (ii) 25.0% vest following the first year, commencing with 2012 and ending with 2013, that the Company’s consolidated net income margin percentage for such year is at least 1.0 percentage points higher than the greater of the 2010 or 2011 consolidated net income margin percentage; and (iii) 50.0% vest on December 31, 2014. The vesting of the restricted shares is subject to certain continued employment, acceleration, and forfeiture provisions.
|
(4)
|
Subject to the terms of the award notice, the restricted shares will vest as follows: (i) 50.0% vest automatically on December 31, 2015, subject to continuous employment through such date ("Time-Vesting Shares"); (ii) one-half of the non-Time-Vesting Shares will vest upon attainment of 1.3% or higher net income margin percentage for the period beginning January 1, 2013 and ending December 31, 2013; and (iii) all remaining unvested non-Time-Vesting Shares upon attainment of a 1.8% or higher net income margin percentage for the period beginning January 1, 2014, and ending December 31, 2014. The vesting of the restricted shares is subject to certain continued employment, acceleration, and forfeiture provisions.
|
(5)
|
Subject to the terms of the award notice, all of the restricted shares will 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: (i) the Company has earnings per share of at least $1.12, excluding extraordinary and nonrecurring items; (ii) net total indebtedness to total capitalization of 65% or less (including the present value of off-balance sheet leases); and (iii) 9% or greater return on invested capital. The vesting of the restricted shares is subject to certain continued employment, acceleration, and forfeiture provisions.
|
(6)
|
The market value was calculated by multiplying the closing market price of our stock on December 31, 2012, which was $5.53, by the number of restricted shares that have not vested.
|
Name
|
Fees Earned or
Paid in Cash
(1)
($)
|
Stock
Awards
(2)
($)
|
Total
($)
|
William T. Alt
|
$33,000
|
25,000
|
$58,000
|
Robert E. Bosworth
|
$32,500
|
25,000
|
$57,500
|
Bradley A. Moline
|
$35,000
|
25,000
|
$60,000
|
Dr. Niel B. Nielson
|
$35,000
|
25,000
|
$60,000
|
(1)
|
This column represents the amount of cash compensation earned in 2012 for Board and committee service.
|
(2)
|
This column represents the dollar amount recognized for financial statement reporting purposes with respect to 2012 for the fair value of stock awards granted to each director in 2012, in accordance with FASB ASC Topic 718. 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. 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.
|
•
|
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
|
5,886,690
(4)
|
26.9% of Class A
100% of Class B
37.9%
of Total
(5)
|
Class A common
|
Joey B. Hogan
|
201,254
(6)
|
1.5% of Class A
1.3% of Total
|
Class A common
|
Richard B. Cribbs
|
67,469
(7)
|
*
|
Class A common
|
Tony Smith
|
130,130
(8)
|
*
|
Class A common
|
R.H. Lovin, Jr.
|
129,366
(9)
|
*
|
Class A common
|
William T. Alt
|
31,356
(10)
|
*
|
Class A common
|
Robert E. Bosworth
|
82,513
(11)
|
*
|
Class A common
|
Bradley A. Moline
|
47,345
(12)
|
*
|
Class A common
|
Dr. Niel B. Nielson
|
42,345
(13)
|
*
|
Class A common
|
Wells Fargo & Company
|
1,795,947
(14)
|
13.6% of Class A
11.6% of Total
|
Class A common
|
Donald Smith & Co., Inc.
|
738,785
(15)
|
5.6% of Class A
4.8% of Total
|
Class A common
|
Dimensional Fund Advisors LP
|
1,010,659
(16)
|
7.8% of Class A
6.5% of Total
|
Class A common
|
Wellington Management Company, LLP
|
1,026,803
(17)
|
7.8% of Class A
6.6% of Total
|
Class A & Class B
common
|
All directors and executive officers as a group (11 persons)
|
6,684,954
(18)
|
42.7% of Total
|
* |
Less than one percent (1%).
|
(1) |
The business address of Mr. and Mrs. Parker and the other directors, Named Executive Officers and the other executive officers is 400 Birmingham Highway, Chattanooga, Tennessee 37419. The business addresses of the remaining entities listed in the table above are: Wells Fargo & Company, 420 Montgomery Street, San Francisco, California 94104; Donald Smith & Co., Inc., 152 West 57
th
Street, New York, New York 10019; Dimensional Fund Advisors LP, Palisades West, Building One, 6300 Bee Cave Road, Austin, Texas 78746; and Wellington Management Company, LLP, 280 Congress Street, Boston, Massachusetts 02210.
|
(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 and held by the following individuals: Mr. Parker, 35,690; Mr. Hogan, 32,285; Mr. Cribbs, 2,500; Mr. Smith, 27,076; Mr. Lovin, 24,055; Mr. Alt, 7,500; Mr. Bosworth, 7,500; Mr. Moline, 7,500; and Dr. Nielson, 7,500. There are no stock options that will become exercisable within 60 days following April 15, 2013, for any executive officer, director, or director nominee of the Company. 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, 79,316; Mr. Hogan, 67,090; Mr. Cribbs, 32,351; Mr. Smith, 61,718; and Mr. Lovin, 51,411. 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' April 15, 2013 account balance in the employer stock fund under the Company's 401(k) plan divided by the closing market price on such date): Mr. Parker, 28,041; Mr. Hogan, 54,449; Mr. Cribbs, 7,626; Mr. Smith, none; and Mr. Lovin, 16,612. | |
(3)
|
Shares of Class A common stock underlying stock options that are currently exercisable or will be exercisable within 60 days following March 25, 2013 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.
|
(4)
|
Comprised of 3,238,477 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; 55,166 shares of Class A common stock owned by Mr. Parker; 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; 35,690 shares of Class A common stock underlying Mr. Parker's stock options that are currently exercisable; 79,316 shares of restricted Class A common stock; and 28,041 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 April 15, 2013 account balance in the employer stock fund under the Company's 401(k) plan divided by the closing market price on such date). The restricted Class A common stock is subject to vesting and, in certain circumstances, 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 26.9% 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 46.0% of the voting power of all outstanding voting shares.
|
(6)
|
Comprised of 47,430 shares of Class A common stock owned by Mr. Hogan and Melinda J. Hogan as joint tenants, 32,285 shares of Class A common stock underlying stock options, 67,090 shares of restricted Class A common stock, and 54,449 shares held by Mr. Hogan in our 401(k) plan (the number of shares reported as beneficially owned is equal to Mr. Hogan's April 15, 2013 account balance in the employer stock fund under the Company's 401(k) plan divided by the closing market price on such date). The restricted Class A common stock is subject to vesting and, in certain circumstances, holding provisions.
|
(7)
|
Comprised of 24,992 shares of Class A common stock owned directly, 2,500 shares of Class A common stock underlying stock options that are currently exercisable, 32,351 shares of restricted Class A common stock, and 7,626 shares held by Mr. Cribbs in our 401(k) plan (the number of shares reported as beneficially owned is equal to Mr. Cribbs’ April 15, 2013 account balance in the employer stock fund under the Company's 401(k) plan divided by the closing market price on such date). The restricted Class A common stock is subject to vesting and, in certain circumstances, 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, 31,336 shares of Class A common stock owned directly by Mr. Smith, 27,076 shares of Class A common stock underlying stock options, and 61,718 shares of restricted Class A common stock. The restricted Class A common stock is subject to vesting and, in certain circumstances, holding provisions.
|
(9)
|
Comprised of 34,588 shares of Class A common stock owned directly by Mr. Lovin, 24,055 shares of Class A common stock underlying stock options, 51,411 shares of restricted Class A common stock, 16,612 shares held by Mr. Lovin in our 401(k) plan (the number of shares reported as beneficially owned is equal to Mr. Lovin's April 15, 2013 account balance in the employer stock fund under the Company's 401(k) plan divided by the closing market price on such date), and 2,700 shares held as custodian for minor grandchildren. The restricted Class A common stock is subject to vesting and, in certain circumstances, holding provisions.
|
(10)
|
Comprised of 10,417 shares of Class A common stock owned directly by Mr. Alt, 13,439 shares of Class A common stock held by Mr. Alt's spouse, and 7,500 shares of Class A common stock underlying stock options.
|
(11)
|
Comprised of 54,845 shares of Class A common stock owned directly by Mr. Bosworth, 20,168 shares of Class A common stock held in an individual retirement account, and 7,500 shares of Class A common stock underlying stock options.
|
(12)
|
Comprised of 34,845 shares of Class A common stock held directly by Mr. Moline, 7,500 shares of Class A common stock underlying stock options, and 5,000 shares of Class A common stock held by Mr. Moline's minor children.
|
(13)
|
Comprised of 34,845 shares of Class A common stock held directly by Dr. Nielson and 7,500 shares of Class A common stock underlying stock options.
|
(14)
|
As reported on Schedule 13G/A filed with the SEC on March 29, 2013, which indicates that Wells Fargo & Company has sole voting power with respect to no shares, shared voting power with respect to 1,795,947 shares, sole dispositive power with respect to no shares, and shared dispositive power with respect to 1,795,947 shares. 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, 2012.
|
(15)
|
As reported on Schedule 13G filed with the SEC on February 13, 2013, which indicates that Donald Smith & Co., Inc. has sole voting power with respect to 555,594 shares, shared voting power with respect to no shares, sole dispositive power with respect to 738,785 shares, and shared dispositive power with respect to no shares.. 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, 2012.
|
(16)
|
As reported on Schedule 13G/A filed with the SEC on February 11, 2013, which indicates that Dimensional Fund Advisors LP has sole voting power with respect to 991,601 shares, shared voting power with respect to no shares, sole dispositive power with respect to 1,00,659 shares, and shared dispositive power with respect to no shares. 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, 2012.
|
(17)
|
As reported on Schedule 13G filed with the SEC on February 14, 2013, which indicates that Wellington Management Company, LLP has sole voting power with respect to no shares, shared voting power with respect to 829,801 shares, sole dispositive power with respect to no shares, and shared dispositive power with respect to 1,026,803 shares. Represents aggregate beneficial ownership on a consolidated basis reported by Wellington Management Company, LLP and includes shares of Class A common stock beneficially owned by advisory clients of Wellington Management Company, LLP. Information is as of December 31, 2012.
|
(18)
|
The other executive officers are James F. Brower and M. Paul Bunn. Mr. Brower beneficially owns 32,601 shares of Class A common stock, which are comprised of 15,522 shares of Class A common stock owned directly and 17,079 shares of restricted Class A common stock. Mr. Bunn beneficially owns 33,885 shares of Class A common stock, which are comprised of 10,518
shares of restricted Class A common stock, 9,256 shares owned directly, 2,525 shares held by Mr. Bunn's spouse, and 11,586
shares allocated to the account of Mr. Bunn under our 401(k) plan (the number of shares reported as beneficially owned is equal to Mr. Bunn's April 15, 2013 account balance in the employer stock fund under the Company's 401(k) plan divided by the closing market price on such date). The restricted Class A common stock is subject to vesting and, in certain circumstances, holding provisions. The shares detailed in this footnote are included in the calculation of all directors and executive officers as a group.
|
Name and Principal Position
|
Fiscal Year 2012
(1)
|
||
Dollar Value
(1)(2)(3)
|
Number of Equity Awards
(2)(3)
|
||
David R. Parker,
CEO, Chairman of
the Board, and President
|
$119,600
|
40,000
|
|
Richard B. Cribbs,
Senior Vice President and CFO
|
$59,800
|
20,000
|
|
Joey B. Hogan,
Senior Executive Vice
President and COO, and
President of CTI
|
$119,600
|
36,000
|
|
Tony Smith,
President of SRT
|
$119,600
|
36,000
|
|
R.H. Lovin, Jr.,
Executive Vice President
and Corporate Secretary
|
$98,006
|
26,389
|
|
Executive Group
|
$33,823
|
11,750
|
|
Non-Executive Director Group
|
$100,000
|
30,960
|
|
Employee Group
|
$535,887
|
181,932
|
(1)
|
Represents the aggregate grant date fair value of the stock awards under FASB ASC Topic 718 granted to each Named Executive Officer during 2012. The value ultimately realized by the recipient may or may not be equal to this determined value. For additional information on the valuation assumptions with respect to the 2012 grants, refer to Note 4,
Stock-Based Compensation
, of our consolidated financial statements as provided in the Form 10-K for the year ended December 31, 2012, as filed with the SEC. This fair value does not represent cash received by the recipient in 2012, but potential earnings contingent on continued employment and/or the Company's future performance. Because such awards add value to the recipient only when stockholders benefit from stock price appreciation, such awards further align management's interest with those of our stockholders.
|
(2)
|
Represents the 2012 awards that were granted as of December 31, 2012, 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 each. With respect to our Named Executive Officers, the amounts exclude awards granted on May 17, 2011, of 10,000 shares to Mr. Parker; 3,730 to Mr. Cribbs; 10,000 to Mr. Hogan; 8,195 shares to Mr. Smith; and 8,195 to Mr. Lovin. The grant date fair value of each such May 2011 award is $30,900 for Mr. Parker's award, $11,526 for Mr. Cribbs, $30,900 for Mr. Hogan, $25,321 for Mr. Smith, and $25,321 for Mr. Lovin. The terms of these awards provided that each award would vest based on improvements from the higher than the greater of the 2010 or 2011 consolidated net income margin percentage. Because 2011 results were not known as of the grant date, the grant date fair value of each May 2011 award could not be determined until 2012, pursuant to FASB ASC Topic 718. As such, the grant date fair value associated with the awards is included in the
Summary Compensation Table
, but excluded above in this table.
|
(3)
|
The amounts included in this column include restricted stock grants made in November 2012 to Mr. Parker for 20,000 shares; Mr. Cribbs, 10,000; Mr. Hogan, 16,000; Mr. Smith, 16,000; and Mr. Lovin, 10,000. Such shares vest based on performance targets that were not probable of being achieved as of the grant date and, accordingly, no compensation cost has been recorded in accordance with FASB ASC Topic 718 and while the number of awards is included, no compensation cost is reflected for these awards above. The grant date value of each such November 2012 award, assuming the highest level of performance is achieved, is $96,600 for Mr. Parker's award, $48,300 for Mr. Cribbs, $77,280 for Mr. Hogan, $77,280 for Mr. Smith, and $48,300 for Mr. Lovin.
|
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 for future
issuance under equity
compensation plans
(excluding securities
reflected in column (a))
|
|
(a)
|
(b)
|
(c)
|
||
Equity compensation
plans approved by
security holders
|
332,863
(1)
|
$15.70
|
-
|
|
764,295
(2)
|
-
|
224,731
|
||
Equity compensation
plans not approved by
security holders
|
-
|
-
|
-
|
|
Total
|
1,097,158
|
$15.70
|
224,731
|
|
(1)
|
Stock options granted under our 1994, 2003, and 2006 Incentive Plans.
|
|||
(2)
|
Restricted stock granted under the 2006 Omnibus Incentive Plan, as amended.
|
2012
|
2011
|
||
Audit Fees
(1)
|
$444,019
|
$478,545
|
|
Audit-Related Fees
(2)
|
-
|
-
|
|
Tax Fees
(3)
|
36,662
|
41,067
|
|
All Other Fees
(4)
|
-
|
-
|
|
Total
|
$480,681
|
$519,612
|
(1)
|
Represents the aggregate fees billed and expenses for professional services rendered by KPMG for the audit of our annual financial statements and reviews 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 years.
|
(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 and expenses for 2012 or 2011.
|
(3)
|
Represents the aggregate fees billed for professional services rendered by KPMG for tax compliance, tax advice, and tax planning.
|
(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 2012 or 2011.
|
Covenant Transportation Group, Inc.
|
|
/s/ David R. Parker | |
David R. Parker
|
|
Chairman of the Board
|
|
April 19, 2013
|
|
|
IMPORTANT ANNUAL MEETING INFORMATION
|
|
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
Proposals 2, 3, and 4, and to grant 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
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 third amendment (the “Third 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 May 29, 2013, shall not exceed 750,000 plus the 800,000 shares (of which 195,836 shares remain available currently) previously made available under the Second Amendment to the Incentive Plan approved by stockholders in May 2011, (ii) limits the shares of Class A common stock that shall be available for issuance or reissuance under the Incentive Plan from and after May 29, 2013, to the additional 750,000 shares reserved plus the 800,000 shares (of which 195,836 shares remain available currently) previously reserved, plus any remaining expirations, forfeitures, cancellations, or certain other terminations of such shares, and (iii) re-sets the term of the Incentive Plan to expire on March 31, 2023, with respect to the ability to grant new awards.
|
For
[ ]
|
Against
[ ]
|
Abstain
[ ]
|
3.
|
Renewal of the material terms of the performance-based goals under the Incentive Plan to qualify as performance-based compensation under Internal Revenue Code Section 162(m).
|
For
[ ]
|
Against
[ ]
|
Abstain
[ ]
|
4.
|
Ratification of the appointment of KPMG LLP for the year ending December 31, 2013.
|
For
[ ]
|
Against
[ ]
|
Abstain
[ ]
|
GRANT
AUTHORITY
to vote
|
WITHHOLD
AUTHORITY
to vote
|
Abstain
|
||
5.
|
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
|
Non-Voting Items
Change of Address
– Please print new address below
|
|
IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
|
Proxy —
COVENANT TRANSPORTATION GROUP, INC.
|