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EX-10.1 - EXHIBIT 10.1 - MARTEN TRANSPORT LTDex10-1.htm



 
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 3, 2011
 

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))




 
 

 
 
Section 5 – Corporate Governance and Management.
 
Item 5.02         Compensatory Arrangements of Certain Officers.

On May 3, 2011, our Compensation Committee approved increases of approximately 3% to 6% to the base salary for the company’s named executive officers listed below, retroactive to April 25, 2011.  Effective April 25, 2011, the named executive officers are scheduled to receive the following annual base salaries in the listed positions:
 
 
Name and Position as of May 3, 2011
 
Base Salary
     
Randolph L. Marten
 
$536,757
    (Chairman and Chief Executive Officer)
   
 
   
Timothy M. Kohl
 
$385,840
    (President)
   
     
Robert G. Smith
 
$270,639
    (Chief Operating Officer)
   
 
   
Timothy P. Nash
 
$273,266
    (Executive Vice President of Sales and Marketing)
   
 
   
James J. Hinnendael
 
$220,920
    (Chief Financial Officer)
   
     

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

Marten Transport, Ltd. held its 2011 Annual Meeting of Stockholders on May 3, 2011.  The final results of the stockholder vote on the business brought before the meeting were as follows:

1.           To elect six directors to hold office until the next Annual Meeting of Stockholders or until their successors are duly elected and qualified.  All director nominees were duly elected.
 
   
For
   
Withheld
   
Broker Non-Votes
 
Randolph L. Marten
    20,254,225         177,043         482,651    
Larry B. Hagness
    18,406,766         2,024,502         482,651    
Thomas J. Winkel
    18,854,212         1,577,056         482,651    
Jerry M. Bauer
    19,775,016         656,252         482,651    
Robert L. Demorest
    20,396,581         34,687         482,651    
G. Larry Owens
    20,430,876         392         482,651    
 
 
 

 
 
2.           To consider a non-binding, advisory proposal for our executive compensation, which is known as a “say-on-pay” vote.
 
             
For
 
Against
 
Abstain
 
Broker Non-Votes
19,453,172
 
194,678
 
1,008,630
 
482,651
             

3.           To consider a non-binding, advisory proposal to determine the frequency with which our stockholders will be entitled to have an advisory vote on the compensation of our named executive officers.
 
                 
1 year
 
2 years
 
3 years
 
Abstain
 
Broker Non-Votes
18,275,724
 
79,597
 
1,292,874
 
1,008,285
 
482,651

4.           To consider a proposal to ratify the selection of KPMG LLP as our independent public accountants for the year ending December 31, 2011.  This proposal was approved.

           
For
 
Against
 
Abstain
 
20,751,150
 
359,764
 
28,217
 

Based on these results, and consistent with the recommendation of our Board of Directors, we have determined that we will hold a non-binding, advisory proposal to approve the compensation of our named executive officers every year.
 
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
   

 
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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: May 5, 2011                                                                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
     
10.1
 
Named Executive Officer Compensation
 
4