marten_8k-050112.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 1, 2012
 
 
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 1, 2012, our Compensation Committee approved an increase to the base salary for each of the company’s named executive officers listed below, retroactive to April 9, 2012.  Effective April 9, 2012, the named executive officers will receive the following annual base salaries in the listed positions:

Name and Position as of May 1, 2012
Former Base
Salary
Base Salary
Effective April 9, 2012
     
Randolph L. Marten
$536,757
$552,860
    (Chairman and Chief Executive Officer)
    
Timothy M. Kohl
$385,840
$401,275
    (President)
    
Robert G. Smith
$270,639
$276,054
    (Chief Operating Officer)
    
Timothy P. Nash
$273,266
$281,464
    (Executive Vice President of Sales and Marketing)
    
James J. Hinnendael
$220,920
$227,548
    (Chief Financial Officer)
    

On May 1, 2012, our Compensation Committee also approved the following fee schedule for non-employee directors for fiscal year 2012, effective May 1, 2012:

 
2011
2012
     
Annual Board Retainer
$         22,500
$         24,000
Lead Director
5,000
5,000
Audit Committee chair
15,000
15,000
Compensation Committee chair
7,500
10,000
Nominating/Corporate Governance Committee chair
2,500
3,500

The company generally pays non-employee directors a fee of $1,250 for each Board meeting attended, $750 for each committee meeting attended, and reimburses them for out-of-pocket expenses of attending meetings.

Pursuant to the non-employee director option program adopted on March 1, 2006, each non-employee director will also receive an automatic grant of an option to purchase 2,750 shares of common stock annually upon re-election to the Board by the stockholders. These options will be issued at a per share exercise price equal to the fair market value of one share of common stock on the grant date and expire ten years from the grant date.

 
 
 

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

Marten Transport, Ltd. held its 2012 Annual Meeting of Stockholders on May 1, 2012.  The final results of the stockholder vote on the business brought before the meeting are 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
  
19,960,998
  
319,333
  
1,777,464
Larry B. Hagness
  
18,447,497
  
1,832,834
  
1,777,464
Thomas J. Winkel
  
18,528,060
  
1,752,271
  
1,777,464
Jerry M. Bauer
  
19,738,218
  
542,113
  
1,777,464
Robert L. Demorest
  
19,894,689
  
385,642
  
1,777,464
G. Larry Owens
  
19,902,631
  
377,700
  
1,777,464

2.           To consider an advisory proposal to approve the compensation of the company’s named executive officers. This proposal was approved.
 
               
 
For
  
Against
  
Abstain
  
Broker Non-Votes
 
17,690,276
  
1,533,148
  
1,056,907
  
1,777,464
               

3.           To consider a proposal to ratify the selection of KPMG LLP as our independent public accountants for the year ending December 31, 2012.  This proposal was approved.
 
  For   Against   Abstain  
  20,624,737   274,847   9,422  

 
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.
 
 
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(d)      Exhibits.
 
Exhibit No.
Description
   
10.1
Named Executive Officer Compensation
10.2
2012 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 4, 2012   
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
10.2
  
2012 Non-Employee Director Compensation Summary

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