Covenant Logistics Group (CVLG) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 13, 2026, with proposals to elect nine directors, approve executive compensation, and ratify the appointment of Grant Thornton LLP as the independent auditor for 2026.

• The company maintained operational discipline and strategic focus in 2025, expanding its Dedicated fleet and acquiring assets for disaster recovery logistics.

• A $50 million stock repurchase program was authorized in April 2025, with $36.2 million repurchased during the year.

• The company received industry recognition for sustainability and workplace culture, including awards for environmental performance and as a top employer for women and veterans.

Voting matters and shareholder proposals

• Proposals include electing nine directors, an advisory vote on executive compensation, and ratification of the independent auditor.

• Shareholders can vote in person, by proxy, online, or by phone; Class A shares have one vote each, Class B shares have two votes each if held by the Parker family.

• Proxy access is available for shareholders owning at least 3% of Class A shares for three years.

Board of directors and corporate governance

• Two-thirds of the board are independent; all committees are composed solely of independent directors.

• The board conducts annual self-assessments and has a Lead Independent Director who presides over executive sessions.

• Governance features include majority vote policy, overboarding limits, anti-hedging/pledging, and stock ownership guidelines.

• Proxy access and director retirement policies are in place.