Covenant Logistics Group (CVLG) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 14, 2025, to elect nine directors, approve executive compensation, ratify the auditor, and amend articles to increase authorized shares.

• Achieved over $1.1 billion in revenue, $1.30 EPS, and a 4.1% ROIC in 2024, with a two-for-one stock split effective January 2025.

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

• Board authorized a 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 of Class A and B common stock.

• Board recommends voting FOR all proposals.

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

Board of directors and corporate governance

• Board consists of nine nominees, two-thirds independent, with diverse skills in finance, industry, risk, and governance.

• Lead Independent Director presides over executive sessions; annual self-assessments conducted via outside counsel.

• Committees (Audit, Compensation, Nominating, Risk) are composed solely of independent directors.

• Proxy access, majority vote policy, overboarding limits, and stock ownership guidelines in place.