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):
May 5,
2009
_____________________________________________________________________
COVENANT
TRANSPORTATION GROUP, INC.
(Exact
name of registrant as specified in its charter)
|
Nevada
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000-24960
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88-0320154
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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400
Birmingham Hwy., Chattanooga, TN
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37419
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(Address
of principal executive offices)
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(Zip
Code)
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(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:
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On March
31, 2009, the Compensation Committee of the Board of Directors of Covenant
Transportation Group, Inc., a Nevada corporation (the "Company"), approved an
amendment to the Company's 2006 Omnibus Incentive Plan (the "Incentive Plan"),
to among other things, (i) provide 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) limit 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 (the "Incentive Plan Amendment"). The Incentive Plan
Amendment was forwarded for stockholder approval, and on May 5, 2009, at the
Company's 2009 Annual Meeting, the Company's stockholders approved the adoption
of the Incentive Plan Amendment. A summary of the terms and
conditions of the Incentive Plan Amendment is set forth under Proposal 2 in the
Company's 2009 Proxy Statement as filed with the Securities and Exchange
Commission on April 10, 2009, and is incorporated herein by
reference.
2
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.
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COVENANT
TRANSPORTATION GROUP, INC.
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Date: May
11, 2009
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By:
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/s/ Richard B. Cribbs |
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Richard
B. Cribbs
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Senior
Vice President and Chief Financial
Officer
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