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 16, 2017
___________________________________________________________________
COVENANT TRANSPORTATION 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)) |
| 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 5.07 | Submission of Matters to a Vote of Security Holders. |
The Annual Meeting of Stockholders of Covenant Transportation Group, Inc. (the "Company") was held on Tuesday, May 16, 2017. Four proposals were voted upon at the Annual Meeting. The proposals are described in detail in the Company’s proxy statement filed with the U.S. Securities and Exchange Commission on April 6, 2017. The final results for the votes regarding each proposal are set forth below. | |
| 1. | The voting tabulation on the election of six (6) directors was as follows: |
Nominee | For | Withheld | Broker Non-Votes |
| William T. Alt | 17,045,958 | 1,255,505 | 1,605,166 |
| Robert E. Bosworth | 17,602,790 | 698,673 | 1,605,166 |
| Bradley A. Moline | 17,805,632 | 495,831 | 1,605,166 |
| David R. Parker | 17,804,164 | 497,299 | 1,605,166 |
| Herbert J. Schmidt | 17,101,610 | 1,199,853 | 1,605,166 |
| W. Miller Welborn | 17,971,317 | 330,146 | 1,605,166 |
| 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 |
| 17,805,876 | 453,121 | 42,466 | 1,605,166 |
| 3. | In a non-binding, advisory vote, the stockholders voted as follows on the proposal to select the frequency of future non-binding, advisory votes on the compensation of the Company's named executive officers: |
One Year | Two Years | Three Years | Abstentions | Broker Non-Votes |
| 16,197,721 | 6,051 | 2,023,642 | 74,049 | 1,605,166 |
| Accordingly, the Company’s stockholders expressed a preference for a non-binding, advisory vote on executive compensation each year. The Company’s Board of Directors considered the results of the non-binding, advisory vote on the frequency of votes on executive compensation and determined that it would hold future non-binding, advisory votes each year until the next stockholder non-binding, advisory vote on the frequency of these votes. |
| 4. | The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017, was ratified as follows: |
Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 19,715,352 | 165,642 | 25,635 | -- |
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 TRANSPORTATION GROUP, INC. | ||
| Date: May 18, 2017 | By: | /s/ Richard B. Cribbs |
Richard B. Cribbs Executive Vice President and Chief Financial Officer |