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, 2022

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.

Retirement of John H. Turner

On May 2, 2022, John H. Turner, Marten Transport, Ltd.’s (the “Company’s”) Executive Vice President of Sales and Marketing, retired.

Compensatory Arrangements of Certain Officers

On May 3, 2022, 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 4, 2022. Effective April 4, 2022, the named executive officers will receive the following annual base salaries in the listed positions:

Name and Position as of May 3, 2022	Former Base Salary	Base Salary Effective April 4, 2022
Randolph L. Marten	$735,060	$794,000
(Executive Chairman)
Timothy M. Kohl	$675,000	$729,000
(Chief Executive Officer)
James J. Hinnendael	$370,000	$400,000
(Executive Vice President and Chief Financial Officer)
Douglas P. Petit	$360,000	$389,000
(President)

Compensatory Arrangements of Non-employee Directors

On May 3, 2022, the Company’s Compensation Committee also reviewed and approved the following fee schedule for non-employee directors effective as of May 1, 2022, which decreased the compensation of the Compensation Committee Chair from $15,000 to $10,000, increased the compensation for the Nominating/Corporate Governance Committee Chair from $7,500 to $10,000 and increased the annual grant upon re-election to the Board by the Company’s stockholders from 2,500 to 3,000 shares of common stock, but otherwise 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 2022 Annual Meeting of Stockholders on May 3, 2022. 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	70,358,709	1,229,786	3,092,461
Larry B. Hagness	55,028,199	16,560,296	3,092,461
Thomas J. Winkel	66,153,112	5,435,383	3,092,461
Jerry M. Bauer	55,031,337	16,557,158	3,092,461
Robert L. Demorest	36,193,904	35,394,591	3,092,461
Ronald R. Booth	67,913,419	3,675,076	3,092,461
Kathleen P. Iverson	71,116,639	471,856	3,092,461

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
70,851,716	625,423	111,356	3,092,461

3.         To consider a proposal to ratify the selection of Grant Thornton LLP as our independent public accountants for the year ending December 31, 2022. Our stockholders approved this proposal as follows:

For	Against	Abstain	Broker Non-Votes
74,312,775	354,792	13,389	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
21,411,818	50,002,840	173,837	3,092,461

Section 8 – Other Events

Item 8.01 Other Events.

On May 4, 2022, the Company issued a press release announcing that its board of directors had declared a regular quarterly cash dividend of $0.06 per share of common stock and approved an increase from current availability in the Company’s share repurchase program to $50 million, or approximately 3.1 million shares, of its common stock. The dividends will be payable on June 30, 2022 to stockholders of record at the close of business on June 16, 2022.

Attached hereto as Exhibit 99.1 is a copy of Marten’s press release dated May 4, 2022 announcing the regular quarterly dividend and increase in the share repurchase program.

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).
99.1	Press Release dated May 4, 2022 (included herewith).
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 6, 2022	By:	/s/ James J. Hinnendael
		James J. Hinnendael
		Its: Executive Vice President and
		Chief Financial Officer

EX-10.1

Exhibit 10.1

Marten Transport, Ltd.

Named Executive Officer Compensation 

On May 3, 2022, 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 4, 2022. Effective April 4, 2022, the named executive officers will receive the following annual base salaries in the listed positions:

Name and Position as of May 3, 2022	Former Base Salary	Base Salary Effective April 4, 2022
Randolph L. Marten	$735,060	$794,000
(Executive Chairman)
Timothy M. Kohl	$675,000	$729,000
(Chief Executive Officer)
James J. Hinnendael	$370,000	$400,000
(Executive Vice President and Chief Financial Officer)
Douglas P. Petit	$360,000	$389,000
(President)

EX-99.1

Exhibit 99.1

MARTEN TRANSPORT ANNOUNCES QUARTERLY DIVIDEND AND AN INCREASE IN SHARE REPURCHASE PROGRAM

MONDOVI, Wis., May 04, 2022 (GLOBE NEWSWIRE) -- - Marten Transport, Ltd. (Nasdaq/GS:MRTN) announced today that its Board of Directors has declared a regular quarterly cash dividend of $0.06 per share of common stock, and has also approved an increase from current availability in Marten’s share repurchase program to $50 million, or approximately 3.1 million shares, of its common stock. Marten repurchased and retired 1.3 million shares of its common stock for $25 million during the first quarter of 2022.

The dividend will be payable on June 30, 2022 to stockholders of record at the close of business on June 16, 2022. This is Marten’s 48th consecutive quarterly cash dividend. With the payment of this dividend, Marten will have paid a total of $202.9 million in cash dividends, including special dividends totaling $134.9 million in 2021, 2020, 2019 and 2012, since the dividend program was implemented in the third quarter of 2010.

The repurchase program is intended to be implemented through purchases made in either the open market or through private transactions, in accordance with Securities and Exchange Commission requirements. The timing and extent to which the Company repurchases its shares depends on market conditions and other corporate considerations. The repurchase program does not have an expiration date and may be suspended, modified or discontinued at any time. The Company has no obligation to repurchase any amount of its common stock under the program.

Marten Transport, with headquarters in Mondovi, Wis., is a multifaceted business offering a network of refrigerated and dry truck-based transportation capabilities across the Company’s five distinct business platforms – Truckload, Dedicated, Intermodal, Brokerage and MRTN de Mexico. Marten is one of the leading temperature-sensitive truckload carriers in the United States, specializing in transporting and distributing food, beverages and other consumer packaged goods that require a temperature-controlled or insulated environment. The Company offers service in the United States, Mexico and Canada, concentrating on expedited movements for high-volume customers. Marten’s common stock is traded on the Nasdaq Global Select Market under the symbol MRTN.

This press release contains certain statements that may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including Marten’s current expectations concerning future payment of dividends and the share repurchase program. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially from those expressed in such forward-looking statements. Important factors known to Marten that could cause actual results to differ materially from those discussed in the forward-looking statements are discussed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. Marten undertakes no obligation to correct or update any forward-looking statements, whether as a result of new information, future events or otherwise.

CONTACTS: Tim Kohl, Chief Executive

Officer, and Jim Hinnendael, Executive Vice

President and Chief Financial Officer,

of Marten Transport, Ltd., 715-926-4216.

XML

Document And Entity Information	May 02, 2022
Document Information [Line Items]
Entity, Registrant Name	MARTEN TRANSPORT, LTD.
Document, Type	8-K
Document, Period End Date	May 02, 2022
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