Covenant Logistics Group Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of nine directors (David R. Parker; Dr. Benjamin S. Carson, Sr.; Joey B. Hogan; D. Michael Kramer; Bradley A. Moline; Rachel Parker-Hatchett; Tracy Rosser; Herbert J. Schmidt; and W. Miller Welborn) to serve until the next annual meeting.

2. 2

   Advisory and Non-Binding Resolution on Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Advisory, non-binding vote to approve the compensation of the company’s Named Executive Officers as disclosed in the proxy statement (the Compensation Discussion and Analysis, Summary Compensation Table, and related disclosures).

   More detail

   This management proposal requests an annual, advisory (non-binding) vote by stockholders to approve the compensation paid to the company’s Named Executive Officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and the Summary Compensation Table. Management seeks this vote to obtain stockholder feedback and to reaffirm support for the Compensation Committee’s design of pay programs that mix annual cash incentive opportunities with long-term equity awards tied to multi-year Adjusted EPS and ROIC performance goals and time-based service vesting. The proxy discloses that the Compensation Committee retained an independent consultant, uses a peer group for benchmarking, and has structured compensation features designed to align pay with performance: performance-based annual cash bonuses with capped payout ranges, performance-based RSUs with threshold-to-maximum payout schedules, time-based RSUs to promote retention, and clawback and double-trigger change-in-control protections. The filing also emphasizes governance safeguards such as committee independence, no option repricing, anti-hedging/anti-pledging policies, and stock ownership guidelines for executives and directors. Contextually, the company reports strong prior say-on-pay support (approximately 99.7% approval in 2025) and describes the Compensation Committee’s process for setting targets and certifying payouts; it also discloses that 2025 metrics did not trigger bonus payouts and details the 2025 long-term incentive plan structure. Management’s stated rationale for recommending FOR is that the program appropriately balances short- and long-term incentives, controls costs, and mitigates risk through plan design and committee oversight. Although non-binding, the Board will review the result when considering future compensation decisions; for investors, key evaluation points include the pay-for-performance link through Adjusted EPS and ROIC metrics, the presence of independent consultant benchmarking, and the governance protections that limit excessive risk-taking.

3. 3

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

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When is the Covenant Logistics Group Inc 2026 annual meeting?

Covenant Logistics Group Inc (CVLG) holds its 2026 annual shareholder meeting on Wednesday, May 13, 2026.

What is the record date for the Covenant Logistics Group Inc 2026 meeting?

The record date for the Covenant Logistics Group Inc 2026 meeting is Thursday, March 26, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Covenant Logistics Group Inc's 2026 meeting?

The board is presenting 9 director nominees at the Covenant Logistics Group Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Covenant Logistics Group Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Covenant Logistics Group Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.