Marten Transport Ltd

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect seven directors to serve for the next year or until their successors are elected and qualified.

2. 2

   Advisory Vote on Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation paid to named executive officers as disclosed in the proxy statement.

   More detail

   This management proposal requests a non-binding, advisory approval of the Company’s named executive officer compensation as disclosed in the proxy (the “say-on-pay” vote). Management seeks shareholder approval to affirm its executive compensation philosophy and practices, which emphasize a mix of fixed base pay and performance-aligned incentives including performance awards and, historically, formulaic cash bonuses tied to net income growth. The Board frames the vote as a validation of the overall compensation program’s reasonableness and alignment with stockholder interests; it points to prior strong shareholder support (over 98% in 2025) and highlights conservative features such as performance-based long-term equity, formulaic bonus metrics, double-trigger change-in-control protections without tax gross-ups, and temporary pay reductions in 2024 to respond to market conditions. While advisory and non-binding, the Board and Compensation Committee state they will consider the vote’s outcome when setting future pay. Key governance context includes annual advisory voting frequency (chosen by shareholders in 2023), the Compensation Committee’s use of peer benchmarking and consultant input, and the Company’s pay-for-performance linkage primarily via net income-based metrics and multi-year performance awards. Potential investor concerns include the combination of CEO/Chair roles (though mitigated by an independent lead director and committee structure), historical years with no cash bonuses when performance thresholds were not met, and materiality of equity awards—issues that could influence investors’ judgments despite strong past support. The proposal does not change pay directly; it asks for ratification of disclosed policies and past awards. For an analyst evaluating the proposal, the critical considerations are (1) the strength and transparency of the link between pay and multi-year performance, (2) the Board’s responsiveness to shareholder feedback (historically high support but continuing engagement is needed), and (3) governance mitigants around CEO/Chair consolidation and related-party practices that could affect perception of pay governance.

3. 3

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for 2026.

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When is the Marten Transport Ltd 2026 annual meeting?

Marten Transport Ltd (MRTN) holds its 2026 annual shareholder meeting on Tuesday, May 5, 2026.

What is the record date for the Marten Transport Ltd 2026 meeting?

The record date for the Marten Transport Ltd 2026 meeting is Friday, March 6, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Marten Transport Ltd's 2026 meeting?

The board is presenting 7 director nominees at the Marten Transport Ltd 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Marten Transport Ltd 2026 meeting?

Shareholders will vote on 3 proposals at the Marten Transport Ltd 2026 meeting, each tagged with who proposed it and the board's recommendation.