Covenant Logistics Group (CVLG) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 14, 2025, to elect nine directors, approve executive compensation, ratify Grant Thornton LLP as auditor, and amend articles to increase authorized shares of Class A and B common stock.

• Achieved over $1.1 billion in revenue, $1.30 EPS, and 4.1% ROIC in 2024; paid four dividends and reached highest stock price.

• Transitioned to NYSE in August 2024, enhancing institutional visibility and governance profile.

• Authorized a two-for-one stock split to increase liquidity and broaden retail participation.

Voting matters and shareholder proposals

• Proposals include election of nine directors, advisory vote on executive compensation, ratification of Grant Thornton LLP as auditor, and amendment to increase authorized shares.

• Board recommends voting FOR all proposals.

• Proxy access and procedures for shareholder proposals and director nominations detailed for 2026 meeting.

Board of directors and corporate governance

• Board consists of two-thirds independent directors; Lead Independent Director presides over executive sessions.

• Committees (Audit, Compensation, Nominating, Risk) are solely independent; annual self-assessments and majority vote policy in place.

• Proxy access, overboarding policy, anti-hedging/pledging, and stock ownership guidelines for directors and executives.

• Board held seven meetings in 2024; all directors attended at least 75% of meetings.