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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.

 

 

 

On May 5, 2026, Marten Transport, Ltd.’s (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 5, 2026. Effective April 5, 2026, the named executive officers will receive the following annual base salaries in the listed positions:

 

 

Third Amended and Restated Executive Officer Performance Incentive Plan

 

On May 5, 2026, the Company’s Compensation Committee approved and adopted the Third Amended and Restated Executive Officer Performance Incentive Plan effective January 1, 2026. The Third Amended and Restated Executive Officer Performance Incentive Plan leaves the terms of the plan unchanged, except that for purposes of calculating the bonus pool the award year’s net income will now be as reported in the Company’s audited financial statements without making any adjustments. In addition, the percentage increase in the Company’s net income for the award year over the prior year, including the impact of the amount of the bonus pool for the plan and a separate bonus amount for non-officer management, must be at least 65 percent of the percentage increase in net income prior to such bonus. The bonus pool for the plan and the separate bonus amount for non-officer management will be ratably adjusted as required to meet this threshold.

 

The foregoing description of the Third Amended and Restated Executive Officer Performance Incentive Plan is qualified in its entirety by reference to the Third Amended and Restated Executive Officer Performance Incentive Plan, a copy of which is attached to this report as Exhibit 10.2.

 

 

 

On May 5, 2026, the Company’s Compensation Committee also reviewed and approved the following fee schedule for non-employee directors effective as of May 1, 2026, 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 4,100 shares of common stock in connection with re-election to the Board by the stockholders, which is equivalent to $60,000 of value based on the closing price of the Company’s common stock on May 5, 2026 rounded up to nearest 100 shares.

 

 

 

Marten Transport, Ltd. held its 2026 Annual Meeting of Stockholders on May 5, 2026. 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 on an advisory resolution to approve executive compensation. Our stockholders approved this proposal as follows:

 

 

3.         To consider a proposal to ratify the selection of Grant Thornton LLP as our independent public accountants for the year ending December 31, 2026. Our stockholders approved this proposal as follows:

 

 

 

Section 9 – Financial Statements and Exhibits

 

 

 

 

 

 

 

 

 

 

 

 

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.