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Washington, D.C.  20549

 

 

 

 

Date of Report (Date of earliest event reported):

 

 

(Exact name of registrant as specified in its charter)

 

 

 

(Registrant’s telephone number, including area code)

 

(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):

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

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.

 

 

In support of Marten Transport, Ltd.’s (the “Company’s”) cost reduction initiatives to mitigate the considerable duration and depth of the freight market recession’s impact on the Company’s operations with its oversupply, weak demand and inflationary operating costs, the Company’s Compensation Committee approved management’s recommendation to temporarily reduce named executive officer base salaries effective September 9, 2024. The base salaries of Randolph L. Marten, Timothy M. Kohl, James J. Hinnendael and Douglas P. Petit were each reduced by 7.5%, while the base salaries of Adam D. Phillips and Randall J. Baier were each reduced by 5.0%.

 

On May 6, 2025, the Company’s Compensation Committee approved the reinstatement of the base salaries for each of the Company’s named executive officers listed below and an increase of the base salary of James Hinnendael from $412,000 to $450,000, retroactive to April 7, 2025. Effective April 7, 2025, the named executive officers will receive the following annual base salaries in the listed positions:

 

 

 

 

On May 6, 2025, the Company’s Compensation Committee also reviewed and approved the following fee schedule for non-employee directors effective as of May 1, 2025, which remains unchanged from the prior fee schedule:

 

 

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 4,500 shares of common stock in connection with re-election to the Board by the stockholders, which is an increase from the prior year’s grant of 3,500 shares of common stock.

 

 

On May 6, 2025, our Compensation Committee also approved the form of non-statutory stock option agreement and the form of performance award agreement for the 2025 Equity Incentive Plan. The form of non-statutory stock option agreement and form of performance award agreement are filed as Exhibits 10.2 and 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

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

 

Marten Transport, Ltd. held its 2025 Annual Meeting of Stockholders on May 6, 2025. 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:

 

 

 

2.         To consider and hold a vote to approve the Marten Transport, Ltd. 2025 Equity Incentive Plan. Our stockholders approved this proposal as follows:

 

 

3.         To consider and hold a vote on an advisory resolution to approve executive compensation. Our stockholders approved this proposal as follows:

 

 

4.         To consider a proposal to ratify the selection of Grant Thornton LLP as our independent public accountants for the year ending December 31, 2025. Our stockholders approved this proposal as follows:

 

 

 

Section 9 – Financial Statements and Exhibits

 

 

 

Not Applicable.

 

 

Not Applicable.

 

 

Not Applicable.

 

 

 

 

 

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.