[ ]
|
Preliminary
Proxy Statement
|
[ ]
|
Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|
[X]
|
Definitive
Proxy Statement
|
[ ]
|
Definitive
Additional Materials
|
[ ]
|
Soliciting
Material Pursuant to
§ 240.14a-12
|
[X]
|
No
fee required
|
|
[ ]
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11
|
(1)
|
Title
of each class of securities to which transaction applies:
|
N/A
|
|
(2)
|
Aggregate
number of securities to which transaction applies:
|
N/A
|
|
(3)
|
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):
|
N/A
|
|
(4)
|
Proposed
maximum aggregate value of transaction:
|
N/A
|
|
(5)
|
Total
Fee paid:
|
N/A
|
[ ]
|
Fee
paid previously with preliminary materials.
|
N/A
|
[ ]
|
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.
|
(1)
|
Amount
previously paid:
|
N/A
|
|
(2)
|
Form,
Schedule or Registration Statement No.:
|
N/A
|
|
(3)
|
Filing
Party:
|
N/A
|
|
(4)
|
Date
Filed:
|
N/A
|
1.
|
To
consider and act upon a proposal to elect five (5)
directors;
|
2.
|
To
consider and act upon such other matters as may properly come before the
meeting and any adjournment
thereof.
|
By
Order of the Board of Directors,
|
|
/s/
David R. Parker
|
|
David
R. Parker
|
|
Chairman
of the Board of Directors
|
GENERAL
INFORMATION
|
|
Voting
Rights
|
|
Quorum
Requirement
|
|
Required
Vote
|
|
Right to Attend Annual Meeting;
Revocation of
Proxy
|
|
Costs of
Solicitation
|
|
Annual
Report
|
|
How to Read this Proxy
Statement
|
|
How to Vote – Proxy
Instructions
|
|
PROPOSAL
1 - ELECTION OF
DIRECTORS
|
|
Nominees for
Directorships
|
|
CORPORATE
GOVERNANCE
|
|
The Board of Directors and Its
Committees
|
|
Board of
Directors
|
|
Committees of the Board of
Directors
|
|
The Audit
Committee
|
|
Report of the Audit
Committee
|
|
The Compensation
Committee
|
|
Compensation Committee
Report
|
|
Compensation Committee Interlocks
and Insider
Participation
|
|
The Nominating and Corporate
Governance
Committee
|
|
Our Executive
Officers
|
|
Compliance with Section 16(a) of
the Exchange
Act
|
|
Code of Conduct and
Ethics
|
|
EXECUTIVE
COMPENSATION
|
|
Compensation Discussion and
Analysis
|
|
Overview and Philosophy of
Compensation
|
|
Elements of
Compensation
|
|
Base
Salary
|
|
Incentive
Compensation
|
|
Long-Term
Incentives
|
|
Performance-Based Annual
Bonuses
|
|
Other
Compensation
|
|
Employee
Benefits
|
|
Compensation Paid to Our Named
Executive
Officers
|
|
Compensation Paid to Our Chief
Executive
Officer
|
|
Compensation Paid to Our Other
Named Executive
Officers
|
|
Compensation Decisions with
Respect to
2008
|
|
Separation and Severance
Agreements
|
|
Summary Compensation
Table
|
|
All Other Compensation
Table
|
|
Narrative to the Summary
Compensation
Table
|
|
Grants of Plan-Based
Awards
|
|
Narrative to Grants of Plan-Based
Awards
|
|
Outstanding Equity Awards at
Fiscal
Year-End
|
|
Director
Compensation
|
|
Narrative to Director
Compensation
|
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|
|
CERTAIN
RELATIONSHIPS AND RELATED
TRANSACTIONS
|
|
RELATIONSHIPS
WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
|
Principal Accountant Fees and
Services
|
|
STOCKHOLDER
PROPOSALS
|
|
OTHER
MATTERS
|
•
|
is
independent under NASD Rule 4200(a)(15);
|
•
|
meets
the criteria for independence set forth in Rule 10A-3(b)(1) under the
Securities Exchange Act of 1934, as amended (the "Exchange
Act");
|
•
|
did
not participate in the preparation of our financial statements or the
financial statement of any of our current subsidiaries at any time during
the past three years; and
|
•
|
is
able to read and understand fundamental financial statements, including
our balance sheet, statement of operations, and cash flows
statement.
|
Audit
Committee:
|
|
Robert E. Bosworth,
Chairman
|
|
Bradley A.
Moline
|
|
Niel B.
Nielson
|
Compensation
Committee:
|
|
Niel B. Nielson,
Chairman
|
|
Hugh O. Maclellan,
Jr.
|
•
|
the
proposed nominee's name and qualifications and the reason for such
recommendation;
|
•
|
the
name and record address of the stockholder(s) proposing such
nominee;
|
•
|
the
number of shares of our Class A and/or Class B common stock that are
beneficially owned by such stockholder(s); and
|
•
|
a
description of any financial or other relationship between the
stockholder(s) and such nominee or between the nominee and us or any of
our subsidiaries.
|
2007
Incremental Ranges of Performance Targets
|
||||
Consolidated
Operating
Income
($)
(000s)
|
Consolidated
Operating
Ratio
(%)
|
Bonus
Earned as a Percentage of the Potential Bonus Opportunity
(%)
|
||
20,078
|
96.9
|
15.0
|
||
22,484
|
96.5
|
25.0
|
||
27,843
|
95.6
|
50.0
|
||
31,033
|
95.1
|
75.0
|
||
34,223
|
94.6
|
100.0
|
||
37,413
|
94.6
|
110.0
|
||
40,603
|
94.6
|
120.0
|
||
43,793
|
94.6
|
130.0
|
2007
Incremental Ranges of Performance Targets
|
||||
Operating
Income
($)
(000s)
|
Operating
Ratio
(%)
|
%
of Bonus Opportunity Paid as Bonus
(%)
|
||
6,316
|
95.2
|
15.0
|
||
6,813
|
94.8
|
25.0
|
||
7,923
|
94.0
|
50.0
|
||
8,583
|
93.5
|
75.0
|
||
9,243
|
93.0
|
100.0
|
||
9,903
|
93.0
|
110.0
|
||
10,563
|
93.0
|
120.0
|
||
11,224
|
93.0
|
130.0
|
2007
Incremental Ranges of Performance Targets
|
||||
Operating
Income
($)
(000s)
|
Operating
Ratio
(%)
|
%
of Bonus Opportunity Paid as Bonus
(%)
|
||
5,287
|
94.2
|
15.0
|
||
5,632
|
93.8
|
25.0
|
||
6,400
|
93.0
|
50.0
|
||
6,857
|
92.5
|
75.0
|
||
7,314
|
92.0
|
100.0
|
||
7,771
|
92.0
|
110.0
|
||
8,229
|
92.0
|
120.0
|
||
8,686
|
92.0
|
130.0
|
2008
Incremental Ranges of Performance Targets
|
||||
Consolidated
Operating
Income
($)
(000s)
|
Consolidated
Operating
Ratio
(%)
|
%
of Bonus Opportunity Paid as Bonus
(%)
|
||
7,515
|
98.8
|
25.0
|
||
10,168
|
98.4
|
50.0
|
||
12,951
|
98.0
|
75.0
|
||
16,187
|
97.5
|
100.0
|
||
19,422
|
97.5
|
125.0
|
||
22,658
|
97.5
|
150.0
|
2008
Incremental Ranges of Performance Targets
|
||||
Operating
Income
($)
(000s)
|
Operating
Ratio
(%)
|
%
of Bonus Opportunity Paid as Bonus
(%)
|
||
6,879
|
94.3
|
25.0
|
||
7,364
|
93.9
|
50.0
|
||
7,886
|
93.5
|
75.0
|
||
8,492
|
93.0
|
100.0
|
||
9,099
|
93.0
|
125.0
|
||
9,706
|
93.0
|
150.0
|
2008
Incremental Ranges of Performance Targets
|
||||
Operating
Income
($)
(000s)
|
Operating
Ratio
(%)
|
%
of Bonus Opportunity Paid as Bonus
(%)
|
||
1,399
|
98.3
|
25.0
|
||
1,744
|
97.9
|
50.0
|
||
2,106
|
97.5
|
75.0
|
||
2,527
|
97.0
|
100.0
|
||
2,949
|
97.0
|
125.0
|
||
3,370
|
97.0
|
150.0
|
Name
and
Principal
Position
|
Year
|
Salary
($)
|
Stock
Awards(1)
($)
|
Non-Equity
Incentive
Plan
Compensation(2)
($)
|
All
Other Compensation(3)
($)
|
Total
($)
|
David
R. Parker, Chief Executive Officer, Chairman, and
President
|
2007
2006
|
535,500
535,500
|
8,108
9,593
|
-
-
|
158,368
135,232
|
701,976
680,325
|
Joey
B. Hogan,(4)
Senior
Executive Vice President and Chief Operating Officer
|
2007
2006
|
252,273
219,815
|
8,108
9,593
|
-
-
|
21,017
20,191
|
281,398
249,599
|
L.D.
"Micky" Miller,(5)
Executive Vice President and General Manager of
FleetSavings
|
2007
2006
|
212,000
224,557
|
6,081
7,194
|
-
-
|
12,000
13,549
|
230,081
245,300
|
Tony
Smith, President of Southern Refrigerated Transport, Inc.
|
2007
2006
|
248,581
208,793
|
8,108
9,654
|
12,500
90,561
|
17,478
17,631
|
286,667
326,639
|
James
"Jim" Brower,(6)
President of Star Transportation, Inc.
|
2007
|
200,000
|
8,108
|
-
|
7,888
|
215,996
|
Michael
W. Miller(7)
|
2007
2006
|
179,466
285,825
|
-
9,593
|
-
-
|
75,691
35,194
|
255,157
330,612
|
(1)
|
This
column represents the dollar amount recognized for financial statement
reporting purposes with respect to the 2007 and 2006 fiscal years for the
fair value of stock awards granted to each Named Executive Officer in
accordance with SFAS 123R. Pursuant to SEC rules, the amounts
shown exclude the impact of estimated forfeitures related to service-based
vesting conditions. For additional information on the valuation
assumptions with respect to the 2007 grants, refer to note 3 of our
consolidated financial statements as provided in the Form 10-K for the
year-ended December 31, 2007, as filed with the SEC. See the Grants of
Plan-Based Awards Table for information on awards made in
2007. These amounts reflect our accounting expense for these
awards, and do not correspond to the actual value that will be recognized
by the Named Executive Officers.
|
(2)
|
See the Grants of
Plan-Based Awards Table for additional information.
|
(3)
|
See the All Other
Compensation Table for additional information.
|
(4)
|
Mr.
Hogan performs the function of principal financial
officer.
|
(5)
|
Mr.
Micky Miller served as our Executive Vice President – Sales and Marketing
during 2007. Effective March 31, 2008, Mr. Micky Miller became
our Executive Vice President and General Manager of
FleetSavings.
|
(6)
|
Mr.
Brower was not a Named Executive Officer during 2006.
|
(7)
|
Mr.
Michael Miller resigned from his position as our Executive Vice President
– Procurement and Corporate Operations Manager in August
2007. However, pursuant to Item 402(a)(3)(iv), Mr. Michael
Miller is included in this table as a Named Executive
Officer.
|
Name
|
Year
|
Perquisites
and Other Personal Benefits
($)
|
Severance
Payments
($)
|
Insurance
Premiums
($)
|
Contributions
to Retirement and 401(k) Plans(6)
($)
|
Total
($)
|
David
R. Parker
|
2007
|
44,986(1)
|
-
|
100,000(5)
|
13,382
|
158,368
|
Joey
B. Hogan
|
2007
|
13,200(2)
|
-
|
-
|
7,817
|
21,017
|
L.D.
"Micky" Miller
|
2007
|
12,000(2)
|
-
|
-
|
-
|
12,000
|
Tony
Smith
|
2007
|
12,000(2)
|
-
|
-
|
5,478
|
17,478
|
James
"Jim" Brower
|
2007
|
6,475(3)
|
-
|
-
|
1,413
|
7,888
|
Michael
W. Miller
|
2007
|
17,457
(2)
|
52,209(4)
|
-
|
6,025
|
75,691
|
(1)
|
During
2007, 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 2007, we
also paid for certain of Mr. Parker's club fees and dues and, for a
portion of the year, allowed Mr. Parker to use our corporate airplane for
personal travel. Although Mr. Parker used our corporate
airplane for personal travel for a portion of the year, we did not incur
any incremental costs for such use. Mr. Parker reimbursed us
for all of the variable costs associated with his personal use of our
airplane, including the costs incurred as a result of personal flight
activity, such as, fuel, travel expenses for the flight crew, and any
hanger or other storage fees. Mr. Parker also paid a portion of
ongoing maintenance and repairs associated with operating the
airplane.
|
(2)
|
During
2007, 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
2007.
|
(3)
|
During
2007, we provided Mr. Brower with certain other benefits in addition to
his salary, including, a cash vehicle allowance and use of our corporate
travel agency to arrange personal travel. We also paid for
certain of Mr. Brower's club fees and dues. None of the
personal benefits provided to Mr. Brower exceeded the greater of $25,000
or 10% of the total amount of the personal benefits he received during
2007.
|
(4)
|
This
represents the severance payments we paid to Mr. Miller as more fully
described above.
|
(5)
|
During
2007, we paid Mr. Parker the value of certain life insurance premiums, as
a result of arrangements entered into during a time when split-dollar
insurance policies were common. Subsequent to adoption of the
Sarbanes-Oxley Act of 2002, we converted the policy to a company-paid
policy to honor the pre-existing obligation to
Mr. Parker.
|
(6)
|
The
differences in contribution amounts among the Named Executive Officers is
based upon a combination of the differences among the officers' salary and
the extent to which each officer chooses to make personal contributions to
his 401(k) account.
|
Name
|
Grant
Date
|
Estimated
Future Payouts
Under
Non-Equity Incentive
Plan
Awards(1)
|
Estimated
Future Payouts Under
Equity
Incentive Plan Awards(2)
|
Grant
Date Fair Value of Stock and Option Awards(3)
($)
|
||||
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
|||
David
R. Parker
|
5/22/07
|
-
66,875
|
-
267,500
|
-
401,250
|
-
-
|
4,000
-
|
-
-
|
43,240
-
|
Joey
B. Hogan
|
5/22/07
|
-
34,375
|
-
137,500
|
-
206,250
|
-
-
|
4,000
-
|
-
-
|
43,240
-
|
L.D.
"Micky" Miller
|
5/22/07
|
-
26,500
|
-
106,000
|
-
159,000
|
-
-
|
3,000
-
|
-
-
|
32,430
-
|
Tony
Smith
|
5/22/07
|
-
31,250
|
-
125,000
|
-
187,500
|
-
-
|
4,000
-
|
-
-
|
43,240
-
|
James
"Jim" Brower
|
5/22/07
|
-
25,000
|
-
100,000
|
-
150,000
|
-
-
|
4,000
-
|
-
-
|
43,240
-
|
Michael
W. Miller
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(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 April
2008. The performance targets are related to our consolidated
performance, except with respect to Messrs. Smith's and Brower's bonuses
where the targets are weighted 90% to the performance of SRT and Star,
respectively, and 10% on our consolidated performance. 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 and downward
adjustments. See the Compensation
Discussion and Analysis for additional detail with respect to the
performance targets. Except with respect to Mr. Micky Miller,
the potential bonuses set forth above are based upon the Named Executive
Officer's 2007 base salary because the 2008 salaries have not been
established. The actual bonuses, if any, will be based upon
each Named Executive Officer's base salary at the time of
payout. The potential payouts are performance-driven and
therefore completely at risk.
|
(2)
|
This
column represents the potential number of shares to be awarded to the
Named Executive Officer based upon the attainment of specified performance
targets that were established by the Compensation Committee and as
discussed in more detail in the Compensation Discussion and
Analysis.
|
(3)
|
This
column represents the full grant date fair value of the stock awards under
SFAS 123R granted to the Named Executive Officers in 2007. The
fair value was calculated using the closing price of our Class A common
stock on the grant date, or $10.81 per share. The fair value of
the stock awards are accounted for in accordance with SFAS
123R. For additional information on the valuation assumptions,
refer to note 3 of our consolidated financial statements in the Form 10-K
for the year-ended December 31, 2007, as filed with the
SEC. These amounts reflect our accounting expense, and do not
correspond to the actual value that will be recognized by the Named
Executive Officers.
|
Option
Awards
|
Stock
Awards
|
|||||
Name
|
Grant
Date
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Option
Exercise
Price
($)
|
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(4)
($)
|
David
R. Parker
|
08/31/98
|
18,250
|
12.38
|
08/31/08
|
-
|
-
|
05/20/99
|
3,333
|
13.00
|
05/20/09
|
-
|
-
|
|
05/20/99
|
6,667
|
13.00
|
05/20/09
|
-
|
-
|
|
02/29/00
|
7,206
|
13.13
|
03/31/10
|
-
|
-
|
|
05/18/00
|
6,666
|
12.19
|
05/18/10
|
-
|
-
|
|
05/18/00
|
3,334
|
12.19
|
05/18/10
|
-
|
-
|
|
07/27/00
|
9,429
|
8.00
|
07/27/10
|
-
|
-
|
|
07/27/00
|
100,571
|
8.00
|
07/27/10
|
-
|
-
|
|
05/17/01
|
3,333
|
16.79
|
05/17/11
|
-
|
-
|
|
05/17/01
|
6,667
|
16.79
|
05/17/11
|
-
|
-
|
|
05/16/02
|
6,194
|
15.39
|
05/16/12
|
-
|
-
|
|
05/16/02
|
3,806
|
15.39
|
05/16/12
|
-
|
-
|
|
02/20/03
|
5,780
|
17.30
|
02/20/13
|
-
|
-
|
|
02/20/03
|
1,111
|
17.30
|
02/20/13
|
-
|
-
|
|
05/22/03
|
6,095
|
17.63
|
05/22/13
|
-
|
-
|
|
05/22/03
|
3,905
|
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
|
-
|
-
|
|
05/23/06
|
-
|
-
|
-
|
50,000(1)
|
336,000
|
|
05/23/06
|
-
|
-
|
-
|
4,000(2)
|
26,880
|
|
05/22/07
|
-
|
-
|
-
|
4,000(3)
|
26,880
|
|
Joey
B. Hogan
|
08/07/97
|
25,000
|
18.75
|
08/07/07
|
-
|
-
|
08/31/98
|
1,515
|
12.38
|
08/31/08
|
-
|
-
|
|
08/31/98
|
8,485
|
12.38
|
08/31/08
|
-
|
-
|
|
05/20/99
|
480
|
13.00
|
05/20/09
|
-
|
-
|
|
05/20/99
|
9,520
|
13.00
|
05/20/09
|
-
|
-
|
|
02/29/00
|
2,272
|
13.13
|
03/01/10
|
-
|
-
|
|
05/18/00
|
3,333
|
12.19
|
05/18/10
|
-
|
-
|
|
05/18/00
|
6,667
|
12.19
|
05/18/10
|
-
|
-
|
|
07/27/00
|
2,423
|
8.00
|
07/27/10
|
-
|
-
|
|
07/27/00
|
27,577
|
8.00
|
07/27/10
|
-
|
-
|
|
05/17/01
|
3,333
|
16.79
|
05/17/11
|
-
|
-
|
|
05/17/01
|
6,667
|
16.79
|
05/17/11
|
-
|
-
|
|
05/16/02
|
6,194
|
15.39
|
05/16/12
|
-
|
-
|
|
05/16/02
|
3,806
|
15.39
|
05/16/12
|
-
|
-
|
|
02/20/03
|
2,612
|
17.30
|
02/20/13
|
-
|
-
|
|
05/22/03
|
2,762
|
17.63
|
05/22/13
|
-
|
-
|
|
05/22/03
|
7,238
|
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
|
-
|
-
|
|
05/23/06
|
-
|
-
|
-
|
33,333(1)
|
223,998
|
|
05/23/06
|
-
|
-
|
-
|
4,000(2)
|
26,880
|
|
05/22/07
|
-
|
-
|
-
|
4,000(3)
|
26,880
|
Option
Awards
|
Stock
Awards
|
|||||
Name
|
Grant
Date
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
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(4)
($)
|
L.D.
"Micky" Miller
|
12/09/02
|
15,000
|
18.15
|
12/09/12
|
-
|
-
|
05/22/03
|
1,048
|
17.63
|
05/22/13
|
-
|
-
|
|
05/22/03
|
6,452
|
17.63
|
05/22/13
|
-
|
-
|
|
05/27/04
|
7,500
|
15.71
|
05/27/14
|
-
|
-
|
|
02/19/05
|
1,987
|
21.43
|
02/16/15
|
-
|
-
|
|
05/10/05
|
7,500
|
13.64
|
05/10/15
|
-
|
-
|
|
05/23/06
|
-
|
-
|
-
|
33,333(1)
|
223,998
|
|
05/23/06
|
-
|
-
|
-
|
3,000(2)
|
20,160
|
|
05/22/07
|
-
|
-
|
-
|
3,000(3)
|
20,160
|
|
Tony
Smith
|
10/05/98
|
20,000
|
10.88
|
10/05/08
|
-
|
-
|
05/20/99
|
5,000
|
13.00
|
05/20/09
|
-
|
-
|
|
07/27/00
|
4,062
|
8.00
|
07/27/10
|
-
|
-
|
|
07/27/00
|
938
|
8.00
|
07/27/10
|
-
|
-
|
|
05/17/01
|
4,613
|
16.79
|
05/17/11
|
-
|
-
|
|
05/17/01
|
387
|
16.79
|
05/17/11
|
-
|
-
|
|
05/16/02
|
3,652
|
15.39
|
05/16/12
|
-
|
-
|
|
05/16/02
|
348
|
15.39
|
05/16/12
|
-
|
-
|
|
08/28/03
|
5,000
|
17.00
|
08/28/13
|
-
|
-
|
|
08/28/03
|
2,500
|
17.00
|
08/28/13
|
-
|
-
|
|
05/27/04
|
2,354
|
15.71
|
05/27/14
|
-
|
-
|
|
05/27/04
|
5,146
|
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
|
-
|
-
|
|
05/23/06
|
-
|
-
|
-
|
25,000(1)
|
168,000
|
|
05/23/06
|
-
|
-
|
-
|
4,000(2)
|
26,880
|
|
05/22/07
|
-
|
-
|
-
|
4,000(3)
|
26,880
|
|
James
"Jim" Brower
|
09/21/06
|
-
|
-
|
-
|
25,000(1)
|
168,000
|
09/21/06
|
-
|
-
|
-
|
4,000(2)
|
26,880
|
|
05/22/07
|
-
|
-
|
-
|
4,000(3)
|
26,880
|
|
Michael
W. Miller
|
08/31/98
|
3,637
|
12.38
|
08/31/08
|
-
|
-
|
08/31/98
|
6,363
|
12.38
|
08/31/08
|
-
|
-
|
|
05/20/99
|
3,333
|
13.00
|
05/20/09
|
-
|
-
|
|
05/20/99
|
6,667
|
13.00
|
05/20/09
|
-
|
-
|
|
02/29/00
|
3,298
|
13.13
|
03/01/10
|
-
|
-
|
|
05/18/00
|
6,666
|
12.19
|
05/18/10
|
-
|
-
|
|
05/18/00
|
3,334
|
12.19
|
05/18/10
|
-
|
-
|
|
07/27/00
|
7,422
|
8.00
|
07/27/10
|
-
|
-
|
|
07/27/00
|
22,578
|
8.00
|
07/27/10
|
-
|
-
|
|
05/17/01
|
3,333
|
16.79
|
05/17/11
|
-
|
-
|
|
05/17/01
|
6,667
|
16.79
|
05/17/11
|
-
|
-
|
|
05/16/02
|
6,194
|
15.39
|
05/16/12
|
-
|
-
|
|
05/16/02
|
3,806
|
15.39
|
05/16/12
|
-
|
-
|
|
02/20/03
|
3,537
|
17.30
|
02/20/13
|
-
|
-
|
|
05/22/03
|
2,762
|
17.63
|
05/22/13
|
-
|
-
|
|
05/22/03
|
7,238
|
17.63
|
05/22/13
|
-
|
-
|
|
05/27/04
|
3,333
|
15.71
|
05/27/14
|
-
|
-
|
|
05/27/04
|
6,667
|
15.71
|
05/27/14
|
-
|
-
|
|
02/16/05
|
3,037
|
21.43
|
02/16/15
|
-
|
-
|
|
05/10/05
|
10,000
|
13.64
|
05/10/15
|
-
|
-
|
|
05/23/06
|
-
|
-
|
-
|
33,333(1)
|
223,998
|
|
05/23/06
|
-
|
-
|
-
|
4,000(2)
|
26,880
|
(1)
|
Subject
to the terms of the award notice, the restricted shares will vest
completely in any year between 2007 and 2010 in which we reach an earnings
per share target of $2.00. The earnings-per-share target
excludes the effect of the vesting of the awards on earnings per share as
well as extraordinary gains. The executive must hold the shares
for one year after vesting; provided that the executive may sell such
portion of the restricted shares that is necessary to cover the federal
and state taxes he incurs upon vesting of the shares.
|
|
(2)
|
Subject
to the terms of the award notice, the restricted shares will vest in equal
increments over the four-year period beginning on the first anniversary of
the award date, subject to us reaching earnings-per-share targets of $0.75
in 2006, $1.05 in 2007, $1.35 in 2008, and $1.55 in 2009. Any
percentage that fails to vest as a result of failure to reach a particular
target will vest if we meet a subsequent target. As a condition
to selling any vested shares of restricted Class A common stock, the
executive is required to maintain an equivalent of 200% of his annual
salary on the date of the proposed sale in the combination of (i) Class A
common stock and (ii) 50% of the value of (a) unexercised options to
purchase Class A common stock, and (b) restricted Class A common stock;
provided that the executive may sell such portion of the restricted shares
that is necessary to cover the federal and state taxes he incurs upon
vesting of the shares.
|
|
(3)
|
Subject
to the terms of the award notice, the restricted shares will vest in equal
increments over the four-year period beginning on the first anniversary of
the award date, subject to us reaching earnings-per-share targets of $0.25
in 2007, $.50 in 2008, $1.00 in 2009, and $1.50 in 2010. Any
percentage that fails to vest as a result of failure to reach a particular
target will vest if we meet a subsequent target. As a condition
to selling any vested shares of restricted Class A common stock, the
executive is required to maintain an equivalent of 200% of his annual
salary on the date of the proposed sale in the combination of (i) Class A
common stock and (ii) 50% of the value of (a) unexercised options to
purchase Class A common stock, and (b) restricted Class A common stock;
provided that the executive may sell such portion of the restricted shares
that is necessary to cover the federal and state taxes he incurs upon
vesting of the shares.
|
|
(4)
|
The
market value was calculated by multiplying the closing market price of our
stock on December 31, 2007, by the number of shares that have not
vested.
|
Name
|
Fees
Earned or Paid in Cash(1)
($)
|
Stock
Awards(2)
($)
|
Total
($)
|
William
T. Alt
|
31,500
|
25,004
|
56,504
|
Robert
E. Bosworth
|
39,000
|
25,004
|
64,004
|
Hugh
O. Maclellan, Jr.
|
32,000
|
25,004
|
57,004
|
Bradley
A. Moline
|
36,500
|
25,004
|
61,504
|
Niel
B. Nielson
|
37,500
|
25,004
|
62,504
|
Mark
A. Scudder(3)
|
31,500
|
25,004
|
56,504
|
(1)
|
This
column represents the amount of cash compensation earned in 2007 for Board
and committee service.
|
(2)
|
This
column represents the dollar amount recognized for financial statement
reporting purposes with respect to the 2007 fiscal year for the fair value
of stock awards granted to each director in 2007, in accordance with SFAS
123R. 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. The 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.
|
(3)
|
Mr.
Scudder resigned from the Board in November
2007.
|
•
|
Each
of our directors, director nominees, and Named Executive Officers,
excluding Michael Miller who resigned from his position as our Executive
Vice President – Procurement and Corporate Operations Manager in August
2007;
|
|
|
•
|
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
|
5,431,187
(4)
|
24.9%
of Class A
100%
of Class B
36.8%
of Total(5)
|
Class
A Common
|
Joey
B. Hogan
|
182,677 (6)
|
1.5%
of Class A
1.3%
of Total
|
Class A
Common
|
Tony
Smith
|
99,076
|
*
|
Class
A Common
|
L.D. "Micky"
Miller
|
78,820
|
*
|
Class
A Common
|
James
Brower
|
33,000
|
*
|
Class
A Common
|
William
T. Alt
|
19,268
|
*
|
Class
A Common
|
Robert
E. Bosworth
|
37,936
(7)
|
*
|
Class
A Common
|
Hugh
O. Maclellan, Jr.
|
34,268
|
*
|
Class
A Common
|
Bradley
A. Moline
|
12,768
|
*
|
Class
A Common
|
Niel
B. Nielson
|
12,768
|
*
|
Class
A Common
|
Wells
Fargo & Company
|
1,411,545
(8)
|
11.6%
of Class A
9.7%
of Total
|
Class
A Common
|
Dimensional
Fund Advisors Inc.
|
1,037,720
(9)
|
8.5%
of Class A
7.1%
of Total
|
Class
A Common
|
Donald
Smith & Co., Inc.
|
802,981 (10)
|
6.6%
of Class A
5.5%
of Total
|
Class
A Common
|
Barrow,
Hanley, Mewhinney & Strauss, Inc.
|
734,500 (11)
|
6.0%
of Class A
5.1%
of Total
|
Class
A & Class B
Common
|
All
directors and executive officers as a group
(13
persons)
|
6,108,929 (12)
|
40.4%
of Total
|
*
|
Less
than one percent (1%).
|
(1)
|
The
business address of Mr. and Mrs. Parker and the other directors,
director nominees, Named Executive Officers and the other executive
officers is 400 Birmingham Highway, Chattanooga, TN 37419. The
business addresses of the remaining entities listed in the table above
are: Wells Fargo & Company, 420 Montgomery Street,
San Francisco, CA 94104; Dimensional Fund Advisors Inc.,
1299 Ocean Avenue, 11th Floor,
Santa Monica, CA 90401; Donald Smith & Co., Inc., 152 West
57th
Street, New York, NY 10019; and Barrow, Hanley, Mewhinney & Strauss,
Inc., 2200 Ross Avenue, 31st
Floor, Dallas, TX 75201.
|
(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 held by the following
individuals: Mr. Parker–218,037;
Mr. Joey Hogan–117,169; Mr. Smith–66,076; Mr. L.D. "Micky"
Miller–39,487; Mr. Brower–0; Mr. Alt–15,000;
Mr. Bosworth–22,500; Mr. Maclellan–22,500;
Mr. Moline–7,500; and Dr. Nielson-7,500. In addition, beneficial
ownership includes shares of restricted Class A common stock subject to
certain performance vesting and holding provisions held by the following
individuals: Mr. Parker–58,000; Mr. Joey Hogan–41,333;
Mr. Smith–33,000; Mr. L.D. "Micky" Miller–39,333; and
Mr. Brower–33,000. 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:
Mr. Parker–17,583; Mr. Hogan–20,775; Mr. Smith–0;
Mr. L.D. "Micky" Miller–0; and Mr. Brower–0.
|
(3)
|
Shares
of Class A common stock underlying stock options that are currently
exercisable or will be exercisable within 60 days following March 31, 2008
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. There are no stock options that will
become exercisable within 60 days following March 31, 2008, for any
executive officer, director, or director nominee of the
Company.
|
(4)
|
Comprised
of 2,226,950 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; 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; 218,037 shares of Class A
common stock underlying Mr. Parker's stock options that are currently
exercisable; 58,000 shares of restricted Class A common stock; 17,583
shares allocated to the account of Mr. Parker under our 401(k) plan;
and 460,617 shares of Class A common stock owned by the David R. Parker
2005 Trust (of which Mr. Parker is the sole lifetime beneficiary and Mrs.
Parker is the trustee). The restricted Class A common stock is
subject to certain performance vesting and 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 24.9% 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
45.5% of the voting power of all outstanding voting shares.
|
(6)
|
Comprised
of 3,400 shares of Class A common stock owned by Mr. Hogan and
Melinda J. Hogan as joint tenants, 117,169 shares of Class A common
stock underlying stock options, 41,333 shares of restricted Class A common
stock, and 20,775 shares held by Mr. Hogan in our 401(k)
plan. The restricted Class A common stock is subject to certain
performance vesting and holding provisions.
|
(7)
|
Comprised
of 5,268 shares of Class A common stock owned directly, 10,168 shares of
Class A common stock held in an individual retirement account, and
22,500 shares of Class A common stock underlying stock
options.
|
(8)
|
As
reported on Schedule 13G/A filed with the SEC on January 17, 2008.
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, 2007.
|
(9)
|
As
reported on Schedule 13G/A filed with the SEC on February 6, 2008.
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, 2007.
|
(10)
|
As
reported on Schedule 13G filed with the SEC on February 8, 2008.
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, 2007.
|
(11)
|
As
reported on Schedule 13G filed with the SEC on February 13, 2008.
Information is as of December 31, 2007.
|
(12)
|
The
other executive officers are Charles “Jerry” Eddy, R.H. Lovin, Jr., and
Jeffrey Paulsen. Mr. Eddy does not beneficially own any shares of
unrestricted Class A common stock nor does he have any stock options
underlying shares of Class A common stock which are currently exercisable
or will become exercisable within 60 days of March 31,
2008. Mr. Eddy does beneficially own 32,000 shares of
restricted Class A common stock. Mr. Lovin beneficially
owns 102,161 shares of Class A common stock, which are comprised of 2,650
shares of Class A common stock owned directly, 57,932 shares of Class A
common stock underlying Mr. Lovin's stock options that are currently
exercisable, 31,000 shares of restricted Class A common stock, and 10,579
shares allocated to the account of Mr. Lovin under our 401(k)
plan. Mr. Paulsen beneficially owns 33,000 shares of Class A
common stock, which are comprised of 5,000 shares of Class A common stock
underlying Mr. Paulsen’s stock options that are currently exercisable or
will become exercisable within 60 days of March 31, 2008 and 28,000 shares
of restricted Class A common stock. The restricted Class A
common stock is subject to certain performance vesting and holding
provisions. The shares detailed in this footnote are included
in the calculation of all directors and executive officers as a
group.
|
Fiscal
2007
|
Fiscal
2006
|
|||||||
Audit
Fees(1)
|
$ | 710,000 | $ | 622,500 | ||||
Audit-Related
Fees(2)
|
0 | 0 | ||||||
Tax
Fees(3)
|
122,497 | 160,182 | ||||||
All
Other Fees(4)
|
0 | 0 | ||||||
Total
|
$ | 832,497 | $ | 782,682 |
(1)
|
Represents
the aggregate fees billed for professional services rendered by KPMG for
the audit of our annual financial statements and review 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 fiscal years. For fiscal 2007, audit fees were
comprised of $350,000 in fees for the audit of our annual financial
statements and review of financial statements included in our quarterly
reports on Form 10-Q, $315,000 in fees for the audit of our
assessment of internal controls over financial reporting, $25,000 for the
statutory audit of our Volunteer Insurance Limited subsidiary’s annual
financial statements, and $20,000 in fees for agreed upon procedures
related to our securitization facility. For fiscal 2006, audit fees were
comprised of $332,500 in fees for the audit of our annual consolidated
financial statements and review of our consolidated financial statements
included in our quarterly reports on Form 10-Q, $250,000 in fees for
the audit of our assessment of internal controls over financial reporting,
$25,000 for the statutory audit of our Volunteer Insurance Limited
subsidiary’s annual financial statements, and $15,000 in fees for agreed
upon procedures related to our securitization facility.
|
(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 for fiscal 2007 or fiscal
2006.
|
(3)
|
Represents
the aggregate fees billed for professional services rendered by KPMG for
tax compliance, tax advice, and tax planning. For fiscal 2007, there were
no tax fees for tax compliance or tax planning and advice. For fiscal
2006, tax fees were comprised of $149,500 in fees for tax compliance and
$10,682 in fees for tax planning and advice.
|
(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 fiscal 2007 or fiscal
2006.
|
Covenant
Transportation Group, Inc.
|
|
/s/ David R.
Parker
|
|
David
R. Parker
|
|
Chairman
of the Board of Directors
|
|
April 14,
2008
|
|
|
|||
|
||||
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
|
Annual
Meeting Proxy Card
|
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 and FOR
granting the proxies discretionary
authority.
|
1. Election of Directors: |
For
|
Withold
|
For
|
Withold
|
For
|
Withold
|
||||
01-William
T.Alt
|
£
|
£
|
02
- Robert E. Bosworth
|
£
|
£
|
03-Bradley
A. Moline
|
£
|
£
|
||
04
- Niel B. Nielson
|
£
|
£
|
05
- David R. Parker
|
£
|
£
|
|||||
2.
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.
|
GRANT
AUTHORITY
To
Vote
£
|
WITHOLD
AUTHORITY
To
Vote
£
|
Abstain
£
|
|
||||||
C Authorized Signatures — This section must be
completed for your vote to be counted. — Date and Sign Below
Please
sign above exactly as your name appears at the upper left. When shares are
held by joint tenants, both shall sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as
such. If a corporation, please sign in full corporate name by president or
other authorized officer. If a partnership, please sign in partnership
name by authorized person.
|
Date (mm/dd/yyyy) — Please print date below. | Signature 1 — Please keep signature within the box | Signature 2 — Please keep signature within the box. | ||
/ /
|
||||
1
U PX 0 1 7 1 7 5 2
|
|
PLEASE
FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE
ENCLOSED ENVELOPE.
|
Proxy — COVENANT
TRANSPORTATION GROUP,
INC.
|