マーテントランスポートの適時開示・その他・総会結果

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 5, 2026

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.

Compensatory Arrangements of Certain Officers

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:

Name and Position as of May 5, 2026	Former Base Salary	Base Salary Effective April 5, 2026

Randolph L. Marten	$818,000	$842,600
(Chairman of the Board and Chief Executive Officer)
James J. Hinnendael	$450,000	$463,500
(Executive Vice President and Chief Financial Officer)
Douglas P. Petit	$401,000	$440,000
(President)
Adam D. Phillips	$310,000	$319,300
(Executive Vice President and Chief Operating Officer)
Randall J. Baier	$300,000	$330,000
(Executive Vice President and Chief Technology Officer)

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.

Compensatory Arrangements of Non-employee Directors

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:

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 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.

Item 5.07

Submission of Matters to a Vote of Security Holders.

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:

	For	Against	Abstain	Broker Non-Votes
Randolph L. Marten	72,196,821	415,298	14,891	2,598,203
Larry B. Hagness	60,357,706	12,244,867	24,437	2,598,203
Jerry M. Bauer	65,621,935	6,980,826	24,249	2,598,203
Robert L. Demorest	66,576,941	6,024,888	25,181	2,598,203
Ronald R. Booth	69,237,938	3,363,891	25,181	2,598,203
Kathleen P. Iverson	72,270,754	335,180	21,076	2,598,203
Patricia L. Jones	65,675,050	6,926,334	25,626	2,598,203

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
71,852,429		722,632		51,948		2,598,203

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:

For		Against		Abstain		Broker Non-Votes
75,043,366		171,204		10,643		0

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).
10.2		Third Amended and Restated Executive Officer Performance Incentive Plan (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 11, 2026	By:	/s/ James J. Hinnendael
		James J. Hinnendael
		Its: Executive Vice President and
		Chief Financial Officer

EX-10.1 2 ex_959851.htm EXHIBIT 10.1 ex_959851.htm

Exhibit 10.1

Marten Transport, Ltd.

Named Executive Officer Compensation

Name and Position as of May 5, 2026	Former Base Salary	Base Salary Effective April 5, 2026

Randolph L. Marten	$818,000	$842,600
(Chairman of the Board and Chief Executive Officer)
James J. Hinnendael	$450,000	$463,500
(Executive Vice President and Chief Financial Officer)
Douglas P. Petit	$401,000	$440,000
(President)
Adam D. Phillips	$310,000	$319,300
(Executive Vice President and Chief Operating Officer)
Randall J. Baier	$300,000	$330,000
(Executive Vice President and Chief Technology Officer)

EX-10.2 3 ex_959852.htm EXHIBIT 10.2 ex_959852.htm

EXHIBIT 10.2

MARTEN TRANSPORT, LTD.

THIRD AMENDED AND RESTATED

EXECUTIVE OFFICER PERFORMANCE INCENTIVE PLAN

GENERAL

Plan Purpose. In an effort to maintain a position of leadership in the highly competitive business segments in which Marten Transport, Ltd. (the “Company”) competes, it is necessary to promote the financial interests of the Company and its Subsidiaries, including its growth, by attracting and retaining highly qualified executive officers possessing outstanding ability, motivating such executives by means of performance related incentives, and providing incentive compensation opportunities which are competitive with those of similar corporations. The Marten Transport, Ltd. Third Amended and Restated Executive Officer Performance Incentive Plan (the “Plan”) is designed to assist the Company in attaining these objectives.

Cash Bonus Plan. The Plan is a cash bonus plan and is not intended to be (and shall not be construed and administered as) a deferred compensation plan or an employee benefit plan within the meaning of ERISA. Bonus Awards under this Plan are intended to be discretionary and shall not constitute a part of an employee’s regular rate of pay for any purpose.

Term. The provisions of the Plan shall continue indefinitely subject to termination by the Company; however, the Committee shall, in its sole and absolute discretion, determine each year whether Bonus Awards will be granted for such year and the amount of any Bonus Award for a Participant.

Definitions. Unless the context requires otherwise, the following terms when used with initial capitalization have the following meanings:

Award Year - The calendar year for which Bonus Awards, if any, are calculated under the Plan.

Award Year Net Income - The Company’s net income, as reported in its audited financial statements, for the Award Year.

Base Salary - The annual base compensation paid to an Eligible Employee for an Award Year and base pay not paid during the Award Year as a result of an earnings reduction election under a Code section 125 cafeteria plan or any deferred compensation plan or other arrangement.

Board - The Board of Directors of the Company.

Bonus Award - The cash bonus payable from the Bonus Pool to a Participant as determined under Section III.A., subject to the terms of the Plan.

Bonus Pool – For each Award Year, an amount equal to (a) the Bonus Rate that corresponds to the percentage increase in the Award Year Net Income over the Net Income Goal (subject to the increase being at least 5%), multiplied by (b) the aggregate Base Salary for all Eligible Employees. However, the percentage increase in net income for the Award Year over the Net Income Goal including accounting for the value of the Combined Bonus Amount must be at least 65 percent of the percentage increase in net income prior to accounting for the value of the Combined Bonus Amount. 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.

Bonus Rate – Is the bonus rate identified on the attached Schedule A that corresponds to the percentage increase in the Award Year Net Income over the Net Income Goal.

Code - The Internal Revenue Code of 1986, as from time to time amended including any related regulations.

Combined Bonus Amount – For each Award Year, the total of the Bonus Pool for the Plan and a separate bonus amount for non-officer management.

Committee - The Compensation Committee of the Board.

Company - Marten Transport, Ltd.

Designated Subsidiary - A subsidiary of the Company that has been designated by the Committee from time to time, in its sole and absolute discretion, as eligible to participate in the Plan.

Eligible Employee - Each Executive Officer of the Company or a Designated Subsidiary who has completed at least one year of continuous service as of December 31 of an Award Year and is employed by the Company or a Designated Subsidiary as of December 31 of an Award Year.

Employer - The Company and any Designated Subsidiary.

ERISA - The Employee Retirement Income Security Act of 1974, as from time to time amended, including any related regulations.

Executive Officer - Each executive officer of the Company who has been elected an executive officer, within the meaning of the rules of the Securities and Exchange Commission, by the Board.

Net Income Goal - The Company’s net income, as reported in its audited financial statements, for the prior year, or such other net income goal selected by the Committee.

Participant - Each Eligible Employee who is designated as a Participant for an Award Year by the Committee.

Plan - The Marten Transport, Ltd. Third Amended and Restated Executive Officer Performance Incentive Plan, as evidenced by this written instrument as may be amended from time to time.

Subsidiary - Any entity, corporate or otherwise, in which the Company, directly or indirectly, owns or controls a greater than 50% interest.

II.	PARTICIPATION

Participants. Participants will be determined annually by the Committee from among the Company’s Eligible Employees. Designation as a Participant will apply only for the Award Year for which the designation is made and may include a partial year.

Termination of Employment. In order to be entitled to receive a payment for Bonus Award for an Award Year, a Participant must be actively and continuously employed for at least one year through December 31 of the Award Year for which the Bonus Award is paid; however, the Committee may, in its sole and absolute discretion, pay a Bonus Award to a Participant who has terminated employment prior to December 31 of the relevant Award Year.

III.	COMPUTATION AND PAYMENT OF BONUS AWARDS

Determination of Bonus Awards to Participants. The Committee, in its sole and absolute discretion, shall determine the amount of the Bonus Award, if any, payable from the Bonus Pool to each Participant, and the Committee shall not be required to allocate the full Bonus Pool among the Participants.

Committee’s Discretion. The Committee may, in its sole and absolute discretion, adjust Award Year Net Income and Net Income Goal at any time during or after an Award Year to account for extraordinary items affecting net income.

Cash Payment. Payment of a Bonus Award will be made in cash as soon as practicable following the end of the Award Year, without interest, but in any event by the March 15 following the end of the Award Year.

Withholding Taxes. Notwithstanding any of the foregoing provisions, the Employer shall withhold from any payment to be made hereunder such amounts as it reasonably determines it may be required to withhold under any applicable federal, state or other law, and transmit such withheld amounts to the appropriate authorities.

Payment in Event of Incapacity. If any individual entitled to receive any payment under the Plan is, in the judgment of the Committee, physically, mentally or legally incapable of receiving or acknowledging receipt of the payment, and no legal representative has been appointed for the individual, the Committee may (but is not required to) cause the payment to be made to any one or more of the following as may be chosen by the Committee; the institution maintaining the individual; a custodian for the individual under the Uniform Transfers to Minors Act of any state; or the individual’s spouse, child, parent, or other relative by blood or marriage. The Committee is not required to see to the proper application of any such payment, and the payment completely discharges all claims under the Plan against the Company, and the Plan to the extent of the payment.

Payment in the Event of Death. Distribution to a deceased Participant will be made to the Participant’s heirs determined pursuant to the applicable laws of inheritance or descent.

IV.	PLAN ADMINISTRATION

Plan Administration. The Committee or its delegate has the authority and responsibility to manage and control the general administration of the Plan. This Plan is not intended to modify or limit the powers, duties or responsibilities of the Committee as set forth under the Charter for the Committee as adopted by the Board from time to time. Determinations, decisions and actions of the Committee, in connection with the construction, interpretation, administration, or application of the Plan will be final, conclusive, and binding upon any Participant and any person claiming under or through the Participant. No employee of an Employer, any member of the Board, any delegate of the Board, or any member of the Committee will be liable for any determination, decision, or action made in good faith with respect to the Plan or any Bonus Award made under the Plan.

Compensation Committee. The Compensation Committee has the sole authority and responsibility to establish the amount of any Bonus Award payable to any Participant.

V.	AMENDMENT OR TERMINATION

The Plan may at any time be amended, modified, or terminated, as the Committee in its sole and absolute discretion determines. Such amendment, modification, or termination of the Plan will not require the consent, ratification, or approval of any party, including any Participant.

VI.	MISCELLANEOUS

Non-Assignability. A Participant’s rights and interests in and to payment of any Bonus Award under the Plan may not be assigned, transferred, encumbered or pledged other than by will or the laws of descent and distribution; and are not subject to attachment, garnishment, execution or other creditor’s processes.

No Contract of Employment. Neither the Plan, nor any Bonus Award, constitutes a contract of employment, and participation in the Plan will not give any employee the right to be retained in the service of the Company or any Subsidiary or continue in any position or at any level of compensation.

Controlling Law. This Plan and all determinations made and actions taken pursuant hereto to the extent not preempted by federal laws, will be governed and construed by the internal laws of the State of Wisconsin, except its laws with respect to choice of law.

Unfunded, Unsecured Obligation. A Participant’s only interest under the Plan shall be the right to receive either a cash payment for a Bonus Award pursuant to the terms of the Bonus Award and the Plan. No portion of the amount payable to a Participant under this Plan shall be held by the Company or any Subsidiary in trust or escrow or any other form of asset segregation. To the extent that a Participant acquires a right to receive a cash payment under the Plan, such right shall be no greater than the right of any unsecured, general creditor of the Company, and no trust in favor of any Participant will be implied.

Schedule A

Bonus Rate Schedule

Percentage increase in the Award Year Net Income over the Net Income Goal		Bonus Rate
Less than 5.00%		0.00%
5.00%		5.00%
6.00%		7.00%
7.00%		9.00%
8.00%		11.00%
9.00%		13.00%
10.00%		15.00%
11.00%		18.00%
12.00%		21.00%
13.00%		24.00%
14.00%		27.00%
15.00%		30.00%
16.00%		33.00%
17.00%		36.00%
18.00%		39.00%
19.00%		42.00%
20.00%		45.00%
21.00%		48.00%
22.00%		51.00%
23.00%		54.00%
24.00%		57.00%
25.00%		60.00%
26.00%		63.00%
27.00%		66.00%
28.00%		69.00%
29.00%		72.00%
30.00%		75.00%
31.00%		78.00%
32.00%		81.00%
33.00%		84.00%
34.00%		87.00%
35.00%		90.00%
36.00%		93.00%
37.00%		96.00%
38.00%		99.00%
39.00%		100.00%
Greater than 39.00%		100.00%