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):

December 18, 2007

MARTEN TRANSPORT, LTD.

(Exact name of registrant as specified in its charter)

Delaware	0-15010	39-1140809
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation)	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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 5 — Corporate Governance and Management

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

On December 18, 2007, the board of directors of the company made certain changes to the composition of the company’s Audit Committee, Nominating/Corporate Governance Committee and Compensation Committee.  The new composition of the board’s committees is the result of the election of Robert L. Demorest and G. Larry Owens as independent directors of the company, as previously disclosed on the Form 8-K filed with the SEC on August 15, 2007.

Mr. Demorest and Mr. Owens will replace Jerry M. Bauer and Larry B. Hagness as members of the Audit Committee.  Thomas J. Winkel will remain on the Audit Committee as Chairman.

Mr. Owens also will be joining the Compensation Committee, which currently consists of Messrs. Bauer, Hagness, and Winkel, who serves as Chairman of the Compensation Committee.  No current members will retire from such committee.

Mr. Demorest will be joining the Nominating/Corporate Governance Committee, which currently consists of Messrs. Bauer, Winkel, and Hagness, who serves as Chairman of the Nominating/Corporate Governance Committee.  No current members will retire from such committee.

The press release announcing the changes to the company’s committees is attached hereto as Exhibit 99.1 to this Form 8-K.

Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 18, 2007, the board of directors of the company amended Article V of the company’s Bylaws to allow for the issuance and transfer of uncertificated shares of the company’s stock, effective immediately.  The previous Article V of the bylaws did not specifically permit the use of uncertificated shares.  The amendments to Article V of the bylaws were adopted because the NASDAQ Stock Market adopted regulations that, among other things, requires all securities listed on the NASDAQ Stock Market to be eligible for listing on the Direct Registration System and the company must be authorized to issue shares of its common stock in uncertificated form to be eligible for transfers through the Direct Registration System.

The entire text of the amended Article V of the bylaws is attached hereto as Exhibit 3.1 to this Form 8-K.

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
3.1	Amendment to Bylaws of the Company effective December 18, 2007
99.1	Press release dated December 21, 2007

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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: December 21, 2007	By	/s/ James J. Hinnendael
		James J. Hinnendael
		Its: Chief Financial Officer

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MARTEN TRANSPORT, LTD.

FORM 8-K

INDEX TO EXHIBITS

Exhibit No.	Description
3.1	Amendment to Bylaws of the Company effective December 18, 2007
99.1	Press release dated December 21, 2007

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EX-3.1

Exhibit 3.1

ARTICLE V

Certificates of Stock

Section 1.               Certificates of Stock.  The shares of stock of the Corporation may either be certificated or uncertificated.  Every holder of stock in the Corporation that has a certificated interest and, upon request, any holder of an uncertificated interest shall be entitled to have a certificate, signed by, or in the name of the Corporation by the Chairman of the Board, the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or by the Secretary or an Assistant Secretary of the Corporation, if there be one, certifying the number of shares owned by him or her in the Corporation.  The certificates of stock shall be numbered in the order of their issue.

Section 2.               Facsimile Signatures.  Where a certificate is signed (1) by a transfer agent or an assistant transfer agent, or (2) by a transfer clerk acting on behalf of the Corporation and a registrar, the signature of any such Chairman of the Board, President, Vice President, Treasurer, Assistant Treasurer, Secretary or Assistant Secretary may be by facsimile.  In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on any such certificate or certificates shall cease to be such officer or officers of the Corporation before such certificate or certificates have been delivered by the Corporation, such certificate or certificates may nevertheless be adopted by the Corporation and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the Corporation.

Section 3.               Lost or Destroyed Certificates.  The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed.  When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his or her legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed.

Section 4.               Transfers of Stock.  Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer or, in the case of uncertificated shares, upon receipt of proper transfer instructions from the registered holder thereof or such person’s attorney lawfully constituted in writing and upon payment of all necessary transfer taxes and compliance with appropriate procedures for transferring shares in uncertificated form, it shall be the duty of the Corporation to issue a new certificate or evidence of the issuance of uncertificated shares to the stockholder entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 5.               Registered Stockholders.  The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall be entitled to hold liable for calls and assessments a person so registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by applicable statute.

Section 6.               Legend.  Before transferring any shares or issuing any new certificates, the Corporation shall first determine whether there are any restrictions thereon permitted by Section 202 of the Delaware General Corporation Law and to the extent stockholders have agreed to affix a legend or legends on the certificates, the transfer agent shall affix said legend on all certificates representing shares affected thereby and upon all substitute certificates related thereto.

EX-99.1

Exhibit 99.1

MARTEN TRANSPORT, LTD. ANNOUNCES

COMMITTEE ASSIGNMENTS OF TWO NEW DIRECTORS

MONDOVI, Wis., December 21, 2007 — Marten Transport, Ltd. (Nasdaq/GS:MRTN) announced today that Robert L. Demorest and G. Larry Owens, its most recently elected members of the company’s board of directors, have been appointed to various committees of the board.

Mr. Demorest and Mr. Owens will replace Jerry M. Bauer and Larry B. Hagness as members of the Audit Committee.  Thomas J. Winkel will remain on the Audit Committee as Chairman.

Mr. Owens also will be joining the Compensation Committee, which currently consists of Messrs. Bauer, Hagness, and Winkel, who serves as Chairman of the Compensation Committee.  No current committee members will retire from such committee.

Mr. Demorest will also be joining the Nominating/Corporate Governance Committee, which currently consists of Messrs. Bauer, Winkel, and Hagness, who serves as Chairman of the Nominating/Corporate Governance Committee.  No current members will retire from such committee.

Chairman, President and Chief Executive Officer Randolph L. Marten said, “Our new board members will provide valuable insight to the committees to which they have been assigned.  As independent members of the board, Bob and Larry’s addition to the Audit Committee reinforces Marten’s commitment to strong corporate governance policies.  Both Bob and Larry have extensive experience in the auditing and reporting practices required by public companies.

“Our Compensation Committee also will benefit from the additional expertise that Larry will bring to that committee.  Our Compensation Committee is primarily responsible for establishing the compensation philosophy and policy for our executive officers.  Larry’s very recent experience as the Chief Executive Officer of another publicly traded truckload carrier will help Marten in attracting and retaining the best talent in the industry.

“Our Nominating/Corporate Governance Committee is primarily responsible for considering and recruiting candidates to our board of directors and advising and evaluating the board on corporate governance standards.  As a new director with leadership experience in other industries, we expect that Bob will bring a fresh perspective to the board’s annual self-evaluation and provide new ideas to the board relating to the continuing education of its directors.

“I look forward to continuing to serve with Bob and Larry and am certain that their skills and experience will complement our already-strong board and committee members.”

Mr. Demorest has served as the President, Chief Executive Officer and Chairman of the Board of MOCON, Inc., a publicly traded company that provides consulting services and designs, manufactures, markets, and services measurement and analytical instruments primarily for food, beverage, and pharmaceutical companies world-wide, since April 2000.  Prior to that time, Mr. Demorest had been President of MOCON Inc. for more than five years.

Mr. Owens has served as the Chief Executive Officer, President and Secretary of Smithway Motor Xpress Corp., a formerly publicly traded truckload carrier that provides nationwide transportation of diversified freight, concentrating primarily on the flatbed segment of the truckload market, since March 5, 2004, and has served as the Chairman of the Board of Smithway since April 2, 2004.  Mr. Owens had served prior to that time as the Executive Vice President and Chief Financial Officer of Smithway from January 1993 and Chief Administrative Officer from August 2001. Mr. Owens also served as the Chief Operating Officer of Smithway from May 1998 to August 2001. Prior to joining Smithway, Mr. Owens spent twenty-five years in the banking industry, most recently from 1982 through 1992 as President of Boatmen’s Bancshares’ regional banks in Spencer and Fort Dodge, Iowa.

Marten Transport, with headquarters in Mondovi, Wis., is one of the leading temperature-sensitive truckload carriers in the United States.  Marten specializes in transporting food and other consumer packaged goods that require a temperature-sensitive or insulated environment.  Marten offers nationwide service, concentrating on expedited movements for high-volume customers.  Marten’s common stock is traded on the Nasdaq Global Select Market under the symbol MRTN.

CONTACTS: Randy Marten, Chairman, President and Chief Executive Officer, and Jim Hinnendael, Chief Financial Officer, of Marten Transport, Ltd., 715-926-4216.