Marten Transport (MRTN) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting is scheduled for May 6, 2025, with proposals including director elections, approval of a new equity incentive plan, advisory say-on-pay, and auditor ratification.

• Only stockholders of record as of March 7, 2025, are entitled to vote; 81,464,511 shares of common stock are outstanding.

• A quorum requires a majority of outstanding shares; broker non-votes are not counted for non-routine matters.

Voting matters and shareholder proposals

• Seven directors are nominated for election; one current director will not seek re-election.

• Proposal to approve the 2025 Equity Incentive Plan, replacing the expiring 2015 plan.

• Advisory vote on executive compensation (say-on-pay) is held annually; over 98% approval in 2024.

• Proposal to ratify Grant Thornton LLP as independent public accountants for 2025.

• Procedures for shareholder proposals and director nominations for the next annual meeting are detailed, with specific deadlines and requirements.

Board of directors and corporate governance

• Board will consist of seven members post-meeting; majority are independent per NASDAQ standards.

• Board committees: Audit, Compensation, and Nominating/Corporate Governance, all composed of independent directors.

• Board leadership structure separates CEO and Chairman roles; lead independent director position established.

• Board diversity matrix provided; two female directors, six male, with varied backgrounds.

• Directors are expected to attend all meetings; all did so in 2024.