Marten Transport (MRTN) boosts executive pay and shareholders approve 2026 say-on-pay, auditor

Rhea-AI Filing Summary

Marten Transport, Ltd. updated its executive and director compensation and reported voting results from its 2026 annual stockholder meeting. The Compensation Committee increased base salaries for named executive officers retroactive to April 5, 2026, including raising CEO Randolph L. Marten’s annual base pay from $818,000 to $842,600 and President Douglas P. Petit’s from $401,000 to $440,000.

The Committee approved a Third Amended and Restated Executive Officer Performance Incentive Plan, effective January 1, 2026. Under the revised plan, the bonus pool is now based on net income as reported in audited financial statements without adjustments, and the percentage increase in net income after bonuses must be at least 65 percent of the percentage increase before bonuses, with bonus amounts ratably adjusted to meet this threshold.

Non-employee director fees were reaffirmed effective May 1, 2026, including a $45,000 annual board retainer and additional retainers for leadership roles. Each non-employee director will receive 4,100 shares of common stock upon re-election, equivalent to $60,000 based on the May 5, 2026 closing price. Stockholders elected seven directors, approved an advisory resolution on executive compensation with 71,852,429 votes in favor, and ratified Grant Thornton LLP as independent auditors with 75,043,366 votes in favor.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

CEO base salary: $842,600 per year President base salary: $440,000 per year CFO base salary: $463,500 per year +5 more

8 metrics

CEO base salary $842,600 per year Base salary effective April 5, 2026 for CEO Randolph L. Marten

President base salary $440,000 per year Base salary effective April 5, 2026 for President Douglas P. Petit

CFO base salary $463,500 per year Base salary effective April 5, 2026 for EVP and CFO James J. Hinnendael

Director annual board retainer $45,000 Annual retainer for non-employee directors effective May 1, 2026

Director stock grant 4,100 shares (~$60,000) Grant to each non-employee director upon re-election based on May 5, 2026 price

Say-on-pay support 71,852,429 votes for Advisory vote to approve executive compensation at 2026 annual meeting

Auditor ratification votes 75,043,366 votes for Ratification of Grant Thornton LLP for year ending December 31, 2026

Net income threshold 65 percent Required minimum ratio of net income growth after bonuses to growth before bonuses

Key Terms

Third Amended and Restated Executive Officer Performance Incentive Plan, bonus pool, non-employee directors, Lead Director, +1 more

5 terms

Third Amended and Restated Executive Officer Performance Incentive Plan financial

"the Company’s Compensation Committee approved and adopted the Third Amended and Restated Executive Officer Performance Incentive Plan"

bonus pool financial

"for purposes of calculating the bonus pool the award year’s net income will now be as reported"

non-employee directors financial

"Compensatory Arrangements of Non-employee Directors On May 5, 2026, the Company’s Compensation Committee also reviewed and approved"

Lead Director financial

"Annual Board Retainer ... Lead Director ... Audit Committee chair"

A lead director is a board member chosen by other independent directors to coordinate the board’s independent oversight of company management, acting like a team captain or referee who organizes meetings, leads discussions without the CEO present, and serves as a primary contact between independent directors and company leadership. Investors care because a strong lead director helps prevent conflicts of interest, improves decision-making and accountability, and signals that the board is actively watching how management runs the business.

broker non-votes financial

"For | | Against | | Abstain | | Broker Non-Votes 71,852,429 | | 722,632"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Understanding 8-K Material Events →

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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 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

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).

3

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

4

FAQ

What executive pay changes did Marten Transport (MRTN) approve in May 2026?

Marten Transport increased base salaries for its named executive officers effective April 5, 2026. CEO Randolph L. Marten’s salary rose from $818,000 to $842,600, and President Douglas P. Petit’s from $401,000 to $440,000, with smaller raises for other senior executives.

How did Marten Transport (MRTN) revise its Executive Officer Performance Incentive Plan?

The revised plan, effective January 1, 2026, bases the bonus pool on audited net income without adjustments. Net income growth after bonuses must be at least 65 percent of the growth before bonuses, so bonus pools are ratably adjusted to maintain this threshold each award year.

What fees do Marten Transport (MRTN) non-employee directors receive?

Non-employee directors receive a $45,000 annual board retainer plus $15,000 for the lead director, $15,000 for the audit chair, and $10,000 for each of the compensation and nominating/governance chairs. They also receive meeting fees and reimbursement of out-of-pocket meeting expenses.

What stock awards do Marten Transport (MRTN) non-employee directors receive on re-election?

Each non-employee director receives 4,100 shares of common stock upon re-election. This grant is stated as equivalent to $60,000 of value, based on the closing price of Marten Transport’s common stock on May 5, 2026, rounded up to the nearest 100 shares.

How did Marten Transport (MRTN) shareholders vote on executive compensation in 2026?

Shareholders approved the advisory resolution on executive compensation. The voting results were 71,852,429 shares in favor, 722,632 against, and 51,948 abstentions, with 2,598,203 broker non-votes reported, indicating broad support for the company’s pay practices.

Which auditor did Marten Transport (MRTN) shareholders ratify for 2026?

Shareholders ratified Grant Thornton LLP as independent public accountants for the year ending December 31, 2026. The vote was 75,043,366 shares for, 171,204 against, and 10,643 abstaining, with no broker non-votes recorded on the auditor ratification proposal.

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 17.2 KB
• EX-10.2 EXHIBIT 10.2 86.2 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.3 KB