Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 31, 2009, the Compensation Committee of the Board of Directors of Covenant Transportation Group, Inc., a Nevada corporation (the "Company"), approved an amendment to the Company's 2006 Omnibus Incentive Plan (the "Incentive Plan"), to among other things, (i) provide that the maximum aggregate number of shares of Class A common stock available for the grant of awards under the Incentive Plan from and after the effective date of the amendment shall not exceed 700,000, and (ii) limit the shares of Class A common stock that shall be available for issuance or reissuance under the Incentive Plan from and after the effective date of the amendment to the additional 700,000 shares reserved, plus any expirations, forfeitures, cancellations, or certain other terminations of such shares (the "Incentive Plan Amendment"). The Incentive Plan Amendment was forwarded for stockholder approval, and on May 5, 2009, at the Company's 2009 Annual Meeting, the Company's stockholders approved the adoption of the Incentive Plan Amendment. A summary of the terms and conditions of the Incentive Plan Amendment is set forth under Proposal 2 in the Company's 2009 Proxy Statement as filed with the Securities and Exchange Commission on April 10, 2009, and is incorporated herein by reference.

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