Covenant Logistics (NYSE: CVLG) OKs 2026 incentives, elects board and declares $0.07 dividend
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Covenant Logistics Group, Inc. reported several board actions and annual meeting results. The compensation committee approved a 2026 Long-Term Incentive Plan with aggregate target awards of $2,984,000 for David R. Parker, $1,873,000 for M. Paul Bunn, $792,000 for James “Tripp” Grant, $695,000 for Dustin Koehl, and $481,000 for Joey Ballard. New annualized base salaries were set at $455,000 for James “Tripp” Grant and Dustin Koehl and $400,000 for Joey Ballard. Stockholders elected all director nominees, approved executive compensation on a non-binding basis, and ratified Grant Thornton LLP as independent auditor. The board also declared a quarterly cash dividend of $0.07 per share on Class A and Class B common stock, payable to stockholders of record on June 5, 2026 and expected to be paid on June 26, 2026.
Positive
- None.
Negative
- None.
8-K Event Classification
4 items: 5.02, 5.07, 8.01, 9.01
4 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Parker LTIP target: $2,984,000
Bunn LTIP target: $1,873,000
Grant LTIP target: $792,000
+5 more
8 metrics
Parker LTIP target
$2,984,000
2026 Long-Term Incentive Plan target award for David R. Parker
Bunn LTIP target
$1,873,000
2026 Long-Term Incentive Plan target award for M. Paul Bunn
Grant LTIP target
$792,000
2026 Long-Term Incentive Plan target award for James “Tripp” Grant
Koehl LTIP target
$695,000
2026 Long-Term Incentive Plan target award for Dustin Koehl
Ballard LTIP target
$481,000
2026 Long-Term Incentive Plan target award for Joey Ballard
New salary Tripp Grant
$455,000
New annualized base salary for James “Tripp” Grant
Dividend per share
$0.07 per share
Quarterly cash dividend on Class A and Class B common stock
Say-on-pay support
25,600,194 votes for
Advisory approval of executive compensation at annual meeting
Key Terms
Long-Term Incentive Plan, broker non-votes, quarterly cash dividend, independent registered public accounting firm, +1 more
5 terms
Long-Term Incentive Plan financial
"The Committee approved the 2026 Long-Term Incentive Plan under which the Company's named executive officers received the aggregate target award amounts"
A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.
broker non-votes financial
"Nominee | For | Withheld | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
quarterly cash dividend financial
"the Board declared a quarterly cash dividend of $0.07 per share of Class A and Class B common stock"
A quarterly cash dividend is a payment made by a company to its shareholders four times a year, usually based on its profits. It is like a regular bonus or reward for owning the company's stock, providing shareholders with income. Many investors see these payments as a sign of the company's stability and its ability to generate consistent profits.
independent registered public accounting firm financial
"the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, was ratified"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
forward-looking statements regulatory
"may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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):
___________________________________________________________________
(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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| (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) |
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| | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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| | 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 |
| | | |
| 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 |
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| 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. ☐ | |
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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 May 13, 2026, the Compensation Committee (the “Committee”) of the Board of Directors of Covenant Logistics Group, Inc., a Nevada corporation (the “Company”), approved certain compensation changes for the Company’s named executive officers.
The Committee approved the 2026 Long-Term Incentive Plan under which the Company's named executive officers received the aggregate target award amounts as follows:
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Named Executive Officer
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Target Award Amount
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David R. Parker
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$2,984,000
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M. Paul Bunn
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$1,873,000
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James “Tripp” Grant
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$792,000
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Dustin Koehl
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$695,000
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Joey Ballard
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$481,000
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One-half of the target award amount above is subject to performance-based vesting issued as Class A restricted stock units and the other half is subject to time-based vesting issued in cash, except the Committee issued Mr. Parker’s entire award in cash given his significant stock holdings that align with stockholder value creation. The performance-based portion of the award may be earned as follows: (i) one-half upon the Company’s attainment of a two-year cumulative adjusted earnings per share (“Adjusted EPS”) goal for the performance period ended December 31, 2028 and (ii) one-half upon the Company’s attainment of a two-year average annual return on invested capital (“ROIC”) goal for the performance period ended December 31, 2028. The performance-based portion of the award has a threshold payout of 50% of the target and a maximum payout of 200% of the target. The time-based portion of the award may be earned as follows: (A) one-third for continued service through July 1, 2027, (B) one-third for continued service through July 1, 2028, and (C) one-third for continued service through July 1, 2029.
The Committee approved new annualized base salaries for certain of the Company’s named executive officers, effective July 6, 2026, as follows:
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Named Executive Officer
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New Annualized Base Salary
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James “Tripp” Grant
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$455,000
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Dustin Koehl
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$455,000
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Joey Ballard
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$400,000
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The Committee amended Mr. Grant’s and Ms. Ballard’s severance agreements to provide for the following terms, which align with the terms of Mr. Koehl’s severance agreement:
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upon a qualifying severance event, subject to employment, release, and other customary provisions, including a non-compete through 12 months post-termination, (i) 24 months of salary continuation, (ii) if earned at or above minimum, then the target cash bonus for the year of termination, prorated for partial year of service, and (iii) 24 months of COBRA reimbursement; and
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upon a qualifying change-in-control event only when the recipient is terminated without “cause” or is subject to a “constructive termination” during the 24 months following a change-in-control, subject to employment, release, and other customary provisions, including a non-compete through 12 months post-termination, (i) 300% of annualized base salary lump sum severance payment, (ii) target cash bonus for the year of termination, and (iii) 36 months of COBRA reimbursement.
Given his tenure with the Company, the Committee amended Mr. Koehl’s severance agreement to remove the 50% reduction in severance and change-in-control benefits if Mr. Koehl’s qualifying separation occurs prior to the third anniversary of his employment with the Company.
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Item 5.07
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Submission of Matters to a Vote of Security Holders. | |||
| The Annual Meeting of Stockholders (the “Annual Meeting”) of the Company, was held on Wednesday May 13, 2026. Three 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. | ||||
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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:
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| Nominee | For | Withheld | Broker Non-Votes | |
| Dr. Benjamin S. Carson, Sr. | 21,275,076 | 4,839,681 | 1,086,509 | |
| Joey B. Hogan | 25,719,384 | 395,373 | 1,086,509 | |
| D. Michael Kramer | 25,610,044 | 504,713 | 1,086,509 | |
| Bradley A. Moline | 18,087,472 | 8,027,285 | 1,086,509 | |
| David R. Parker | 25,532,054 | 582,703 | 1,086,509 | |
| Rachel Parker-Hatchett | 25,718,628 | 396,129 | 1,086,509 | |
| Tracy L. Rosser | 21,276,907 | 4,837,850 | 1,086,509 | |
| Herbert J. Schmidt | 25,663,735 | 451,022 | 1,086,509 | |
| W. Miller Welborn | 24,854,533 | 1,260,224 | 1,086,509 | |
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2.
The compensation of the Company’s named executive officers was approved, on an advisory and non-binding basis, as follows:
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| Votes For | Votes Against | Abstentions | Broker Non-Votes | |
| 25,600,194 | 475,165 | 39,398 | 1,086,509 | |
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3.
The appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, was ratified as follows:
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| Votes For | Votes Against | Abstentions | Broker Non-Votes | |
| 27,132,335 | 54,680 | 14,251 | - | |
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Item 8.01
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Other Events.
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On May 13, 2026, the Board declared a quarterly cash dividend of $0.07 per share of Class A and Class B common stock. The quarterly cash dividend is pursuant to a quarterly cash dividend program previously approved by the Board. The dividend is payable to stockholders of record on June 5, 2026, and is expected to be paid on June 26, 2026.
A copy of the press release announcing the declaration of dividends is attached to this report as Exhibit 99.1.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits.
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EXHIBIT
NUMBER
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EXHIBIT DESCRIPTION
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99.1
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Covenant Logistics Group, Inc. press release announcing the declaration of a quarterly cash dividend.
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104
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Cover Page Interactive Data File.
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The information Items 8.01 and 9.01 of this report and the exhibit hereto maybe considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995, as amended. All statements, other than statements of historical or current fact, are statements that could be deemed forward-looking statements, including, without limitation, statements relating to our declaration of quarterly dividends. Forward-looking statements are based on the current beliefs, assumptions, and expectations of management and current market conditions. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, which could cause future events and actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. There can be no assurance that future dividends will be declared. The declaration of future dividends is subject to approval of our board of directors and various risks and uncertainties, including, but not limited to: our cash flow and cash needs; compliance with applicable law; restrictions on the payment of dividends under existing or future financing arrangements; changes in tax laws relating to corporate dividends; deterioration in our financial condition or results; and those risks, uncertainties, and other factors identified from time-to-time in our filings with the Securities and Exchange Commission. Please refer to the italicized paragraph at the end of the attached press release and various disclosures by the Company in its press releases, stockholder reports, and filings with the Securities and Exchange Commission for information concerning risks, uncertainties, and other factors that may affect future results.
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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 LOGISTICS GROUP, INC.
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(Registrant)
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Date: May 15, 2026
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By:
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/s/ James S. Grant
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James S. Grant
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Executive Vice President and Chief Financial Officer
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Exhibit 99.1
COVENANT LOGISTICS GROUP ANNOUNCES QUARTERLY CASH DIVIDEND
CHATTANOOGA, TENNESSEE – May 15, 2026 - Covenant Logistics Group, Inc. (NYSE: CVLG) (“Covenant” or the “Company”) announced today that its board of directors has declared a quarterly cash dividend of $0.07 per share of Class A and Class B common stock. The quarterly cash dividend is payable to stockholders of record on June 5, 2026, and is expected to be paid on June 26, 2026.
The quarterly cash dividend is pursuant to a cash dividend program previously approved by the Company’s board of directors. The actual declaration of future cash dividends, and the establishment of record and payment dates is subject to final determination by the board of directors each quarter.
About Covenant
Covenant Logistics Group, Inc., through its subsidiaries, offers a portfolio of transportation and logistics services to customers throughout the United States. Primary services include asset- based expedited and dedicated truckload capacity, as well as asset-light warehousing, transportation management, and freight brokerage capability. In addition, Transport Enterprise Leasing is an affiliated company providing revenue equipment sales and leasing services to the trucking industry. Covenant's Class A common stock is traded on the New York Stock Exchange under the symbol, “CVLG.”
This press release contains certain statements that may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995, as amended. All statements, other than statements of historical or current fact, are statements that could be deemed forward-looking statements, including, without limitation, statements relating to our declaration of quarterly dividends. Forward-looking statements are based on the current beliefs, assumptions, and expectations of management and current market conditions. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, which could cause future events and actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. There can be no assurance that future dividends will be declared. The declaration of future dividends is subject to approval of our board of directors and various risks and uncertainties, including, but not limited to: our cash flow and cash needs; compliance with applicable law; restrictions on the payment of dividends under existing or future financing arrangements; changes in tax laws relating to corporate dividends; deterioration in our financial condition or results, and those risks, uncertainties, and other factors identified from time-to-time in our filings with the Securities and Exchange Commission. Readers should review and consider the factors that may affect future results and other disclosures in the Risk Factors sections of Covenant Logistics Group, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2025 and various disclosures in our press releases, stockholder reports, and other filings with the Securities and Exchange Commission. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein.
For further information contact:
Paul Bunn, President
PBunn@covenantlogistics.com
Tripp Grant, Chief Financial Officer
TGrant@covenantlogistics.com
For copies of Company information contact:
Brooke McKenzie, Executive Administrative Assistant
BMcKenzie@covenantlogistics.com
FAQ
What executive compensation changes did Covenant Logistics (CVLG) approve in 2026?
Covenant approved a 2026 Long-Term Incentive Plan with target awards of $2,984,000 for David R. Parker and $1,873,000 for M. Paul Bunn, plus smaller awards for three other named executive officers.
What are the new base salaries for Covenant Logistics (CVLG) executives?
The company set new annualized base salaries of $455,000 for James “Tripp” Grant, $455,000 for Dustin Koehl, and $400,000 for Joey Ballard, reflecting updated compensation levels for these named executive officers.
Which directors were elected to the Covenant Logistics (CVLG) board in 2026?
All listed nominees, including David R. Parker, Rachel Parker-Hatchett, and others, were elected to serve until the next annual meeting or until their successors are duly elected and qualified, based on shareholder voting results.
What dividend did Covenant Logistics (CVLG) declare and when will it be paid?
The board declared a quarterly cash dividend of $0.07 per share on Class A and Class B common stock, payable to stockholders of record on June 5, 2026, and expected to be paid on June 26, 2026.
Who is Covenant Logistics’ (CVLG) independent auditor for fiscal 2026?
Shareholders ratified Grant Thornton LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 27,132,335 votes for, 54,680 against, and 14,251 abstentions.