Marten Transport (MRTN) Proxy Filing summary

Executive summary

• The 2026 Annual Meeting is scheduled for May 5, 2026, with voting on director elections, executive compensation, and auditor ratification.

• Only shareholders of record as of March 6, 2026, are entitled to vote; 81,589,135 shares outstanding.

• Proxies may be submitted by mail, online, or phone, and can be revoked at any time before use.

Voting matters and shareholder proposals

• Shareholders will vote to elect seven directors for a one-year term.

• Advisory vote on executive compensation (say-on-pay) is held annually; over 98% approval in 2025.

• Ratification of Grant Thornton LLP as independent public accountants for 2026.

• Shareholder proposals and director nominations for the next meeting must comply with advance notice and SEC rules.

Board of directors and corporate governance

• Seven nominees, all current directors, are up for re-election; board includes a mix of industry, financial, and governance expertise.

• Board leadership combines Chairman and CEO roles, with a lead independent director and fully independent committees.

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

• Corporate governance standards align with Sarbanes-Oxley and NASDAQ requirements; codes of ethics and clawback policy in place.

• Directors are expected to attend annual meetings; all attended in 2025.