MARTEN TRANSPORT, LTD. (NASDAQ:MRTN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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 companys 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:
|
|
||||
|
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.
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 |
|||||||||
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 |
About MARTEN TRANSPORT, LTD. (NASDAQ:MRTN)
Marten Transport, Ltd. is a national protective service transportation company. It is a temperature-sensitive truckload carrier. The Company specializes in transporting and distributing food and other consumer-packaged goods that require a temperature-controlled or insulated environment. The Company operates through four segments: Truckload, Dedicated, Intermodal and Brokerage. Truckload segment provides a combination of regional short-haul and medium-to-long-haul full-load transportation services. The Dedicated segment provides temperature-controlled trailers, dry vans and other specialized equipment within the United States. The Intermodal segment transports its customers’ freight within the United States. The Brokerage segment arranges for smaller third-party carriers to transport freight for its customers in temperature-controlled trailers and dry vans. It operates throughout the United States and in parts of Canada and Mexico. MARTEN TRANSPORT, LTD. (NASDAQ:MRTN) Recent Trading Information
MARTEN TRANSPORT, LTD. (NASDAQ:MRTN) closed its last trading session down -0.25 at 24.10 with 146,880 shares trading hands.