COVENANT LOGISTICS GROUP, INC. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
David Parker , Chairman and Chief Executive Officer of Covenant
Logistics Group, Inc. , a Nevada corporation (the "Company"), together
with his spouse, Jacqueline Parker , historically have held more than
1/3 of the combined voting power of the Company's Class A and B common
stock. Beginning in 2019, Mr. and Mrs. Parker have been transferring
certain of their shares of Class A common stock as part of estate
planning transactions to trusts with independent trustees. These
transfers caused Mr. and Mrs. Parker to drop below 1/3 of the combined
voting power of the Company.
Pursuant to the "Acquisition of Controlling Interest" statutes set
forth in Sections 78.378 to 78.3793, inclusive, of the Nevada Revised
Statutes (the "Control Statutes"), if a person acquires a controlling
interest in the Company (defined in Nevada Statutes Section 78.3785 as
ownership of voting securities to exercise voting power in the election
of directors in excess of 1/5, 1/3, or a majority thereof), the voting
rights of such person in excess of the applicable threshold would be
nullified. Future estate planning and other transactions by Mr. and
Mrs. Parker , including the receipt of customary annuity payments in
shares from grantor retained annuity trusts established by Mr. Parker ,
as well as any repurchases or transactions that may reduce the number
of outstanding shares of Class A common stock of the Company, could
cause Mr. and Mrs. Parker to cross back over 1/3 of the combined voting
power of the Company and therefore invoke the Control Statutes. The
Board of Directors (the "Board") of the Company believes that the
nullification of voting rights of Mr. and Mrs. Parker under these
circumstances would be unfair and unequitable. Given Mr. Parker's
service as Chairman and Chief Executive Officer, the Board further
believes that stockholder value is best aligned when Mr. Parker has
voting rights in all Company shares held. Therefore, on August 4, 2021 ,
the Board adopted the Sixth Amended and Restated Bylaws of the Company
(the "Bylaws") to add Article VI, Section 7, which provides that the
Control Statutes shall not apply to an acquisition of a controlling
interest in the Company by Mr. and Mrs. Parker or their affiliates.
The foregoing summary does not purport to be complete and is qualified
entirely by reference to the full text of the Bylaws, a copy of which
is attached hereto as Exhibit 3.2.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
3.2 Sixth Amended and Restated Bylaws of Covenant Logistics
Group, Inc.
104 Inline XBRL for the cover page of this Current Report on
Form 8-K.
The information in Item 5.03 of this report may contain
"forward-looking statements" within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act and such statements
are subject to the safe harbor created by those sections and the
Private Securities Litigation Reform Act of 1995, as amended. Such
statements are made based on the current beliefs and expectations of
the Company's management and are subject to significant risks and
uncertainties. Actual results or events may differ from those
anticipated by forward-looking statements. Please refer to the 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.
--------------------------------------------------------------------------------
© Edgar Online, source
