Marten Transport raises CEO salary to $842,600; amends executive bonus plan

MARTEN TRANSPORT LTD

Randolph Marten salary increased from $818K to $842.6K; CFO Hinnendael to $463.5K.
President Petit salary raised from $401K to $440K; COO Phillips to $319.3K; CTO Baier to $330K.
Amended incentive plan: bonus pool based on audited net income; 65% pass-through rule for combined bonus with non-officer management.
Shareholders re-elected seven directors; advisory vote on exec compensation approved with 71.9M for, 0.7M against.
Grant Thornton LLP ratified as auditor for FY2026 with 75.0M votes for.

Key facts

Extracted from this filing and checked against the source text.

Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

MARTEN TRANSPORT LTD shareholders approved To consider a proposal to ratify the selection of Grant Thornton LLP as our independent public accountants for the year ending December 31, 2026. at the 2026-05-05 meeting.

Proposal: auditor ratification
Outcome: passed
Meeting: 2026-05-05

Exact text from the filing

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

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

MARTEN TRANSPORT LTD shareholders approved To consider and hold a vote on an advisory resolution to approve executive compensation. at the 2026-05-05 meeting.

Proposal: say on pay
Outcome: passed
Meeting: 2026-05-05

Exact text from the filing

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

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

MARTEN TRANSPORT LTD shareholders approved To elect seven directors to hold office until the next Annual Meeting of Stockholders or until their successors are duly elected and qualified. at the 2026-05-05 meeting.

Proposal: director election
Outcome: passed
Meeting: 2026-05-05

Exact text from the filing

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

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1181 shareholder votes filed in the last 30 days. Browse all shareholder votes →

MARTEN TRANSPORT LTD filing history →

Source: SEC EDGAR

accession 0001437749-26-016108

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