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EX-10.2 - EXHIBIT 10.2 - MARTEN TRANSPORT LTDex10-2.htm
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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 9, 2017

 


 

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))

 

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.

 

On May 9, 2017, our Compensation Committee approved an increase to the base salary for each of the company’s named executive officers listed below, retroactive to April 3, 2017. Effective April 3, 2017, the named executive officers will receive the following annual base salaries in the listed positions:

 

Name and Position as of May 9, 2017

 

Former Base

Salary

   

Base Salary

Effective April 3, 2017

 
                 

Randolph L. Marten

  $ 634,400     $ 659,800  

(Chairman and Chief Executive Officer)

               
                 

Timothy M. Kohl

  $ 469,400     $ 488,200  

(President)

               
                 

Timothy P. Nash

  $ 326,100     $ 339,100  

(Executive Vice President of Sales and Marketing)

               
                 

James J. Hinnendael

  $ 263,700     $ 285,000  

(Executive Vice President and Chief Financial Officer)

 
   

John H. Turner

  $ 261,900     $ 272,400  

(Senior Vice President of Sales)

               

 

On May 9, 2017, our Compensation Committee also reviewed and approved the following fee schedule for non-employee directors for fiscal year 2017, which remains unchanged from the fee schedule for 2016:

 

   

2017

 
         

Annual Board Retainer

  $ 30,000  

Lead Director

    10,000  

Audit Committee chair

    15,000  

Compensation Committee chair

    10,000  

Nominating/Corporate Governance Committee chair

    3,500  

 

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 1,000 shares of common stock in connection with re-election to the Board by the stockholders.

 

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

 

Marten Transport, Ltd. held its 2017 Annual Meeting of Stockholders on May 9, 2017. 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

 

23,532,797

 

575,395

   

7,867,252

 

Larry B. Hagness

 

20,659,165

 

3,449,027

   

7,867,252

 

Thomas J. Winkel

 

20,905,707

 

3,202,485

   

7,867,252

 

Jerry M. Bauer

 

22,740,114

 

1,368,078

   

7,867,252

 

Robert L. Demorest

 

23,360,232

 

747,960

   

7,867,252

 

G. Larry Owens

 

23,613,270

 

494,922

   

7,867,252

 

Ronald R. Booth

 

22,549,027

 

1,559,165

   

7,867,252

 

 

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

 

23,884,049

 

71,911

 

152,232

 

7,867,252

 

 

3.     To consider and hold a vote on an advisory resolution on the frequency of holding an advisory vote on executive compensation. Our stockholders voted on this proposal as follows:

 

 

1 Year

 

2 Years

 

3 years

 

Abstain

 

Broker Non-Votes

 

18,599,249

 

7,326

 

5,379,580

 

122,037

 

7,867,252

 

 

 

4.     To consider a proposal to ratify the selection of Grant Thornton LLP as our independent public accountants for the year ending December 31, 2017. Our stockholders approved this proposal as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

31,852,596

 

15,137

 

107,711

 

0

 

 

 

 
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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

10.2

 

2017 Non-Employee Director Compensation Summary

 

 
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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 12, 2017

By

/s/ James J. Hinnendael 

 

 

 

James J. Hinnendael

 

 

 

Its: Executive Vice President and 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

10.2

 

2017 Non-Employee Director Compensation Summary

 

 

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