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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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(Address of principal executive offices)
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(Zip Code)
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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))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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).
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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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Covenant Logistics Group, Inc., a Nevada corporation (the “Company”) previously announced that Richard B. Cribbs, Senior Vice
President of Strategy & Investor Relations, Treasurer, and a named executive officer of the Company will step down from his positions with the Company, effective September 15, 2020 (the “Separation Date”). On August 20, 2020, in
connection with his departure, the Company, through a wholly owned subsidiary, and Mr. Cribbs entered into a separation agreement (the “Separation Agreement”).
Pursuant to the Separation Agreement, Mr. Cribbs is entitled to receive, among other things: (i) six months’ salary
continuation, totaling $167,500, payable in thirteen (13) equal bi-weekly installments, (ii) if Mr. Cribbs has not secured employment consistent with his professional experience and with an annualized base salary of at least $167,500 prior to
the last salary continuation installment, Mr. Cribbs will receive additional separation pay of up to $258,000, payable in twenty-six (26) equal bi-weekly installments, continuing only so long as Mr. Cribbs is unable to secure such employment,
(iii) payment of COBRA premiums for a period not to exceed eighteen (18) months, and (iv) additional severance payments in the amount $144,000, payable in thirteen (13) equal bi-weekly installments.
Under the Separation Agreement, Mr. Cribbs has agreed to certain confidentiality, non-competition, non-solicitation,
non-disparagement, and cooperation covenants and granted a general release of claims in favor of the Company, its subsidiaries, and its affiliates.
The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its
entirety by reference to the Separation Agreement, a copy of which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2020.
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COVENANT LOGISTICS GROUP, INC.
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(Registrant)
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Date: August 20, 2020
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By:
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/s/ M. Paul Bunn
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M. Paul Bunn
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Executive Vice President, Chief Financial Officer, and Secretary
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