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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
 
Date of Report (Date of earliest event reported):
May 5, 2020
 
 
MARTEN TRANSPORT, LTD.
(Exact name of registrant as specified in its charter)
 
Delaware
  
0-15010
  
39-1140809
(State or other jurisdiction of
incorporation)
  
(Commission File Number)
  
(I.R.S. Employer
Identification Number)
 
129 Marten Street
Mondovi, Wisconsin
  
54755
(Address of principal executive offices)
  
(Zip Code)
 
(715) 926-4216
(Registrant’s telephone number, including area code)
 
Not applicable.
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class:
Trading symbol:
Name of each exchange on which registered:
COMMON STOCK, PAR VALUE
MRTN
THE NASDAQ STOCK MARKET LLC
$.01 PER SHARE
  
(NASDAQ GLOBAL SELECT MARKET)
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 
 
 
 
Section 5 – Corporate Governance and Management.
 
Item 5.02     Departure of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On May 5, 2020, the Compensation Committee and the Board of Directors of Marten Transport, Ltd. (the “Company”) approved the termination of the Company’s Deferred Compensation Plan. The plan is an unfunded, nonqualified deferred compensation plan designed to allow board elected officers and other select members of management of the Company designated by the Company’s Compensation Committee to save for retirement on a tax-deferred basis. The termination is effective May 5, 2021.
 
On May 5, 2020, as part of the wind-down of the Deferred Compensation Plan, the Company’s Compensation Committee approved a revised form of performance unit award agreement to remove the mandatory requirement to defer a portion of the award under the Deferred Compensation Plan. The revised form of performance unit award agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
 
Item 5.07      Submission of Matters to a Vote of Security Holders.
 
Marten Transport, Ltd. held its 2020 Annual Meeting of Stockholders on May 5, 2020. The final results of the stockholder vote on the business brought before the meeting are as follows:
 
1.     To elect seven directors to hold office until the next Annual Meeting of Stockholders or until their successors are duly elected and qualified. Our stockholders duly elected all director nominees as follows:
 
   
For
  
Withheld
  
Broker Non-Votes
Randolph L. Marten
  
50,473,896
  
   916,131
  
1,801,379
Larry B. Hagness
  
45,539,752
  
5,850,275
  
1,801,379
Thomas J. Winkel
  
45,823,540 
  
5,566,487
  
1,801,379
Jerry M. Bauer
  
48,767,349 
  
2,622,678
  
1,801,379
Robert L. Demorest
  
47,360,464 
  
4,029,563
  
1,801,379
Ronald R. Booth
  
50,149,586 
  
1,240,441
  
1,801,379
Kathleen P. Iverson
  
50,944,477 
  
   445,550
  
1,801,379
 
 
2.     To consider and hold a vote on an advisory resolution to approve executive compensation. Our stockholders approved this proposal as follows:
 
For
 
Against
 
Abstain
 
Broker Non-Votes
 51,016,813
  
215,641 
  
157,573 
  
1,801,379
 
2
 
 
3.     To consider a proposal to ratify the selection of Grant Thornton LLP as our independent public accountants for the year ending December 31, 2020. Our stockholders approved this proposal as follows:
 
For
 
Against
 
Abstain
 
Broker Non-Votes
 53,045,184
  
45,185 
  
101,037 
  
0
 
4.     To transact other business if properly brought before the Annual Meeting or any adjournment thereof. Our stockholders voted on this proposal as follows:
 
For
  
Against
  
Abstain
  
Broker Non-Votes
17,893,879
  
32,788,321 
  
707,827 
  
1,801,379
 
Section 9 – Financial Statements and Exhibits
 
Item 9.01. Financial Statements and Exhibits.
 
 
(a)
Financial Statements of Businesses Acquired.
 
Not Applicable.
 
 
(b)
Pro Forma Financial Information.
 
Not Applicable.
 
 
(c)
Shell Company Transactions.
 
Not Applicable.
 
 
(d)
Exhibits.
Exhibit No.
Description
   
10.1
Form of Performance Unit Award Agreement for the 2015 Equity Incentive Plan (included herewith).
104
Cover Page Interactive Data File (embedded within the Inline XBRL document). 
 
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
MARTEN TRANSPORT, LTD.
Dated: May 11, 2020 
By:
/s/ James J. Hinnendael
James J. Hinnendael
Its: Executive Vice President and
    Chief Financial Officer  
 
 
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