false 0000799167 0000799167 2024-09-11 2024-09-11
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):
September 11, 2024
 
 
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. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
In support of Marten Transport, Ltd.’s (the “Company’s”) cost reduction initiatives to mitigate the considerable duration and depth of the freight market recession’s impact on our operations with its oversupply, weak demand and inflationary operating costs, the Company’s Compensation Committee approved management’s recommendation to temporarily reduce named executive officer base salaries effective September 9, 2024. The base salaries of Randolph L. Marten, Timothy M. Kohl, James J. Hinnendael and Douglas P. Petit were each reduced by 7.5%, while the base salaries of Adam D. Phillips and Randall J. Baier were each reduced by 5.0%. The last change to each executive officer’s base salary was in May 2023, or later in 2023 in connection with appointment to an executive officer. The temporary reduction in base salaries will not affect any other items of compensation.
 
This Form 8-K contains certain statements that may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include a discussion of the potential duration of the salary reductions. Forward-looking statements are based on the current beliefs, assumptions, and expectations of management and current market conditions. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, which could cause future events and actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. Important factors known to the Company that could cause actual results to differ materially from those discussed in the forward-looking statements are discussed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
 
 
 
 
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: September 12, 2024
By:
/s/ James J. Hinnendael
James J. Hinnendael
Its: Executive Vice President and
Chief Financial Officer
 
 
 
 
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v3.24.2.u1
Document And Entity Information
Sep. 11, 2024
Document Information [Line Items]  
Entity, Registrant Name MARTEN TRANSPORT, LTD.
Document, Type 8-K
Document, Period End Date Sep. 11, 2024
Entity, Incorporation, State or Country Code DE
Entity, File Number 0-15010
Entity, Tax Identification Number 39-1140809
Entity, Address, Address Line One 129 Marten Street
Entity, Address, City or Town Mondovi
Entity, Address, State or Province WI
Entity, Address, Postal Zip Code 54755
City Area Code 715
Local Phone Number 926-4216
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security COMMON STOCK
Trading Symbol MRTN
Security Exchange Name NASDAQ
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0000799167
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