8-K

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 2, 2023

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 $.01 PER SHARE	MRTN	THE NASDAQ STOCK MARKET LLC (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         Compensatory Arrangements of Certain Officers.

On May 2, 2023, the Company’s Compensation Committee approved an increase to the base salary for each of the Company’s named executive officers listed below, retroactive to April 3, 2023. Effective April 3, 2023, the named executive officers will receive the following annual base salaries in the listed positions:

Name and Position as of May 2, 2023	Former Base Salary		Base Salary Effective April 3, 2023
Randolph L. Marten	$	794,000	$	818,000
(Executive Chairman)
Timothy M. Kohl	$	729,000	$	751,000
(Chief Executive Officer)
James J. Hinnendael	$	400,000	$	412,000
(Executive Vice President and Chief Financial Officer)
Douglas P. Petit	$	389,000	$	401,000
(President)

Compensatory Arrangements of Non-employee Directors

On May 2, 2023, the Company’s Compensation Committee also reviewed and approved the following fee schedule for non-employee directors effective as of May 1, 2023, which remains unchanged from the prior fee schedule:

Annual Board Retainer	$	45,000
Lead Director		15,000
Audit Committee chair		15,000
Compensation Committee chair		10,000
Nominating/Corporate Governance Committee chair		10,000

Non-employee directors also receive $1,500 for attendance at each Board meeting, $750 for each committee meeting attended and reimbursement for out-of-pocket expenses related to attending meetings.

Each non-employee director will also receive a grant of 3,000 shares of common stock in connection with re-election to the Board by the stockholders.

Item 5.07          Submission of Matters to a Vote of Security Holders.

Marten Transport, Ltd. held its 2023 Annual Meeting of Stockholders on May 2, 2023. The final results of the stockholder vote on the business brought before the meeting are as follows:

1.         To elect eight 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		73,407,284		1,490,377		2,395,487
Larry B. Hagness		64,220,118		10,677,543		2,395,487
Thomas J. Winkel		66,116,493		8,781,168		2,395,487
Jerry M. Bauer		69,370,616		5,527,045		2,395,487
Robert L. Demorest		65,224,185		9,673,476		2,395,487
Ronald R. Booth		72,180,686		2,716,975		2,395,487
Kathleen P. Iverson		74,544,366		353,295		2,395,487
Patricia L. Jones		73,209,762		1,687,899		2,395,487

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
73,998,332		814,634		84,695		2,395,487

3.         To consider and hold a vote on an advisory resolution on the frequency of holding an advisory vote on executive compensation. Our stockholders voted on this proposal as follows:

1 Year	2 Years		3 Years		Abstain		Broker Non-Votes
69,079,403		51,805		5,698,019		68,434		2,395,487

4.         To consider a proposal to ratify the selection of Grant Thornton LLP as our independent public accountants for the year ending December 31, 2023. Our stockholders approved this proposal as follows:

For	Against		Abstain		Broker Non-Votes
76,836,706		447,347		9,095		0

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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	Named Executive Officer Compensation (included herewith).
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

3

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 8, 2023	By	/s/ James J. Hinnendael
		James J. Hinnendael
		Its:	Executive Vice President and Chief Financial Officer

4

EX-10.1

Exhibit 10.1

Marten Transport, Ltd.

Named Executive Officer Compensation 

On May 2, 2023, the Company’s Compensation Committee approved an increase to the base salary for each of the Company’s named executive officers listed below, retroactive to April 3, 2023. Effective April 3, 2023, the named executive officers will receive the following annual base salaries in the listed positions:

Name and Position as of May 2, 2023	Former Base Salary		Base Salary Effective April 3, 2023
Randolph L. Marten	$	794,000	$	818,000
(Executive Chairman)
Timothy M. Kohl	$	729,000	$	751,000
(Chief Executive Officer)
James J. Hinnendael	$	400,000	$	412,000
(Executive Vice President and Chief Financial Officer)
Douglas P. Petit	$	389,000	$	401,000
(President)

XML

Document And Entity Information	May 02, 2023
Document Information [Line Items]
Entity, Registrant Name	MARTEN TRANSPORT, LTD.
Document, Type	8-K
Document, Period End Date	May 02, 2023
Entity, Incorporation, State or Country Code	DE
Entity, File Number	0-15010
Entity, Tax Identification Number	39-1140809
Entity, Address, Address Line One	129 Marten Street
Entity, Address, City or Town	Mondovi
Entity, Address, State or Province	WI
Entity, Address, Postal Zip Code	54755
City Area Code	715
Local Phone Number	926-4216
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	COMMON STOCK
Trading Symbol	MRTN
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000799167