<PAGE>
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SECURITES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
------------------------------------------------
MARTEN TRANSPORT, LTD.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement)
------------------------------------------------
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
*Set forth the amount on which the filing fee is calculated and state how its
determined.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
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<PAGE>
[LOGO]
MARTEN TRANSPORT LTD.
Dear Stockholder:
You are cordially invited to attend the 1996 Annual Meeting of Stockholders
of Marten Transport, Ltd. The meeting will be held on Tuesday, May 7, 1996, at
4:00 p.m. local time, at the Roger Marten Community Center, 120 S. Franklin
Street, Mondovi, Wisconsin.
We suggest that you carefully read the enclosed Notice of Annual Meeting and
Proxy Statement.
We hope you will be able to attend the Annual Meeting. Whether or not you
plan to attend, we urge you to complete, sign, date and return the enclosed
proxy card in the enclosed envelope in order to make certain that your shares
will be represented at the Annual Meeting.
Very truly yours,
/s/ Randolph L. Marten
Randolph L. Marten
CHAIRMAN OF THE BOARD, PRESIDENT
AND CHIEF OPERATING OFFICER
April 8, 1996
<PAGE>
MARTEN TRANSPORT, LTD.
129 MARTEN STREET
MONDOVI, WISCONSIN 54755
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 7, 1996
------------------------
TO THE STOCKHOLDERS OF MARTEN TRANSPORT, LTD.:
The Annual Meeting of Stockholders of Marten Transport, Ltd. will be held on
Tuesday, May 7, 1996, at 4:00 p.m. local time, at the Roger Marten Community
Center, 120 S. Franklin Street, Mondovi, Wisconsin, for the following purposes:
1. To elect five directors to serve for the ensuing year or until their
successors are elected and qualified.
2. To consider and act upon a proposal to ratify the selection of Arthur
Andersen LLP as independent auditors of the Company for the fiscal year
ending December 31, 1996.
3. To transact such other business as may be properly brought before the
Annual Meeting or any adjournment thereof.
Only stockholders of record as shown on the books of the Company at the
close of business on March 28, 1996 will be entitled to vote at the Annual
Meeting or any adjournment thereof.
By Order of the Board of Directors
/s/ Mark A. Kimball
Mark A. Kimball
SECRETARY
April 8, 1996
<PAGE>
MARTEN TRANSPORT, LTD.
129 MARTEN STREET
MONDOVI, WISCONSIN 54755
------------------------
PROXY STATEMENT FOR
ANNUAL MEETING OF STOCKHOLDERS
MAY 7, 1996
------------------------
INTRODUCTION
The Annual Meeting of Stockholders of Marten Transport, Ltd. (the "Company")
will be held on May 7, 1996, at 4:00 p.m. local time, at the Roger Marten
Community Center, 120 S. Franklin Street, Mondovi, Wisconsin, or at any
adjournment thereof, for the purposes set forth in the Notice of Meeting.
A proxy card is enclosed for your use. You are solicited on behalf of the
Board of Directors to SIGN, DATE AND RETURN THE PROXY CARD IN THE ACCOMPANYING
ENVELOPE. No postage is required if mailed within the United States. The cost of
soliciting proxies, including the preparation, assembly and mailing of the
proxies and soliciting material, as well as the cost of forwarding such material
to the beneficial owners of the Company's common stock, par value $.01 per share
(the "Common Stock"), will be borne by the Company. Directors, officers and
regular employees of the Company may, without compensation other than their
regular compensation, solicit proxies by telephone, telegraph or personal
conversation. The Company may reimburse brokerage firms and others for expenses
in forwarding proxy material to the beneficial owners of Common Stock.
Any proxy given pursuant to this solicitation and received in time for the
Annual Meeting will be voted in accordance with the instructions given in such
proxy. Any shareholder giving a proxy may revoke it any time prior to its use at
the Annual Meeting by giving written notice of such revocation to the Secretary
of the Company. Written notice of revocation may be given prior to the Annual
Meeting, or a shareholder may appear at the Annual Meeting and give written
notice of revocation prior to use of the proxy.
The Company expects that this Proxy Statement, the Proxy and Notice of
Meeting will first be mailed to stockholders on or about April 8, 1996.
VOTING OF SHARES
Only holders of Common Stock of record at the close of business on March 28,
1996 will be entitled to vote at the Annual Meeting. On March 28, 1996 the
Company had 2,941,616 shares of Common Stock outstanding, each such share
entitling the holder thereof to one vote on each matter to be voted on at the
Annual Meeting. Holders of shares of Common Stock are not entitled to cumulative
voting rights.
The presence at the Annual Meeting, in person or by proxy, of the holders of
a majority of the outstanding shares of Common Stock (1,470,809 shares) is
required for a quorum for the transaction of business. In general, shares of
Common Stock represented by a properly signed and returned proxy card will be
counted as shares present at the Annual Meeting for purposes of determining a
quorum,
1
<PAGE>
without regard to whether the card reflects votes withheld from director
nominees or abstentions (or is left blank) or reflects a "broker non-vote" on a
matter (I.E., a card returned by a broker on behalf of its beneficial owner
customer that is not voted on a particular matter because voting instructions
have not been received and the broker has no discretionary authority to vote).
Because the five director nominees who receive the greatest number of votes
cast for the election of directors at the Annual Meeting will be elected as
directors, votes that are withheld from the election of director nominees will
be excluded entirely from the vote and will have no effect. Each of the other
proposals described in this Proxy Statement requires the approval of a majority
of the shares voting in person or by proxy on that proposal. Shares voted as
abstaining on any of these proposals will be treated as voting shares that were
not cast in favor of the proposal, and thus will be counted as votes against the
particular proposal. Shares represented by a proxy card including any broker
non-vote on a matter will be treated as shares not voting on that matter, and
thus will not be counted in determining whether that matter has been approved.
Shares of Common Stock represented by properly executed proxy cards will be
voted in accordance with the choices specified therein. Proxies that are signed
by stockholders but that lack any voting instructions will be voted in favor of
the election as directors of the nominees for director listed in this Proxy
Statement, in favor of the other proposals described in this Proxy Statement
and, with respect to any other business that may properly come before the Annual
Meeting, according to the judgment of the proxies named on the proxy card.
ELECTION OF DIRECTORS
PROPOSAL 1
NOMINATION
The Bylaws of the Company provide that the Board shall consist of at least
one member, or such other number as may be determined by the Board of Directors
or by the shareholders. The Board of Directors has determined that there will be
five directors of the Company elected at the Annual Meeting.
The Board of Directors has nominated five persons, each of whom are named
below. If elected, such individuals will serve until the next Annual Meeting of
Stockholders or until their successors are duly elected and qualified. All of
the nominees are members of the present Board of Directors and were elected at
last year's Annual Meeting of Stockholders.
The Board recommends a vote FOR the election of each of the nominees listed
below. The five nominees for election as directors at the Annual Meeting who
receive the greatest number of votes cast for the election of directors at the
meeting by the holders of the Common Stock entitled to vote at the meeting will
be elected as directors. If, prior to the Annual Meeting, the Board should learn
that any nominee will be unable to serve by reason of death, incapacity or other
unexpected occurrence, the proxies that would have otherwise been voted for such
nominee will be voted for a substitute nominee as selected by the Board.
Alternatively, the proxies may, at the Board's discretion, be voted for such
fewer number of nominees as results from such death, incapacity or other
unexpected occurrence. The Board has no reason to believe that any of the
nominees will be unable to serve at the time of the Annual Meeting. There are no
arrangements or understandings between any nominee and any other person pursuant
to which such nominee was selected.
2
<PAGE>
INFORMATION ABOUT NOMINEES
The following information has been furnished to the Company by the
respective nominees for director.
<TABLE>
<CAPTION>
NAMES OF NOMINEES AGE PRINCIPAL OCCUPATION DIRECTOR SINCE
- ------------------------ ---- ---------------------------------------- --------------
<S> <C> <C> <C>
Randolph L. Marten 43 Chairman of the Board, President and 1980
Chief Operating Officer of Marten
Transport, Ltd.
Darrell D. Rubel 51 Executive Vice President, Chief 1983
Financial Officer, Treasurer and
Assistant Secretary of Marten Transport,
Ltd.
Arnold P. Schultz 66 Retired Superintendent of Schools, 1989
Goodhue, Minnesota
Larry B. Hagness 46 President, Durand Builders Service, 1991
Inc., Durand, Wisconsin
Thomas J. Winkel 53 Management and Financial Consultant 1994
</TABLE>
OTHER INFORMATION ABOUT NOMINEES
RANDOLPH L. MARTEN has been a full time employee of the Company since 1974.
Mr. Marten has been a Director of the Company since October 1980, its President
and Chief Operating Officer since June 1986 and its Chairman of the Board since
August 1993. Mr. Marten was Vice President of the Company from October 1980 to
June 1986.
DARRELL D. RUBEL has been a Director of the Company since February 1983, its
Chief Financial Officer since January 1986, its Treasurer since June 1986 and
its Executive Vice President since May 1993. Mr. Rubel was also Secretary of the
Company from June 1986 until August 1987 and Vice President from January 1986
until May 1993 and has been Assistant Secretary since August 1987.
ARNOLD P. SCHULTZ has been a Director of the Company since May 1989. Mr.
Schultz has been retired since 1984. From 1959 through 1984, Mr. Schultz was the
Superintendent of Schools for Goodhue, Minnesota.
LARRY B. HAGNESS has been a Director of the Company since July 1991. Mr.
Hagness has been the President of Durand Builders Service, Inc., a retail
lumber/home center outlet and general contractor, since 1978. Mr. Hagness has
been the President of Main Street Graphics, a commercial printing company, since
1985.
THOMAS J. WINKEL has been a Director of the Company since April 1994. Since
January 1994, Mr. Winkel has been a management and financial consultant. From
April 1990 to December 1993, Mr. Winkel was the majority owner, Chairman of the
Board, Chief Executive Officer and President of Road Rescue, Inc., a
manufacturer of emergency response vehicles. From 1966 to 1990, Mr. Winkel
served in various professional capacities with Arthur Andersen & Co., the last
five years as Managing Partner of its St. Paul office. Mr. Winkel is also a
director of Featherlite Mfg. Inc.
3
<PAGE>
ADDITIONAL INFORMATION ABOUT THE BOARD OF DIRECTORS
The Company's Board of Directors held five meetings during 1995. All of the
directors attended 75% or more of the meetings of the Board of Directors during
1995.
The Board of Directors has established an Audit Committee and a Compensation
Committee, both of which currently consist of Mr. Schultz, Mr. Hagness and Mr.
Winkel. The Board of Directors has not established a Nominating Committee.
The Audit Committee provides assistance to the Board in satisfying its
fiduciary responsibilities relating to the accounting, auditing, operating and
reporting practices of the Company. The Audit Committee reviews the annual
financial statements of the Company, the selection and work of the Company's
independent auditors and the adequacy of internal controls for compliance with
corporate policies and directives. During 1995, the Audit Committee met two
times.
The Compensation Committee reviews general programs of compensation and
benefits for all employees of the Company and makes recommendations to the Board
concerning such matters as compensation to be paid to the Company's officers,
directors and key employees. The Compensation Committee also serves as the
disinterested committee administering the Company's 1986 Incentive Stock Option
Plan, 1986 Non-Statutory Stock Option Plan and the 1995 Stock Incentive Plan.
During 1995, the Compensation Committee met two times.
DIRECTOR COMPENSATION
The Company does not pay fees to directors who are full-time employees of
the Company or reimburse them for out-of-pocket expenses in connection with
attending Board or committee meetings. The Company generally pays directors who
are not full-time employees of the Company a fee of $500 for each Board or
committee meeting attended and reimburses them for out-of-pocket expenses
incurred while attending Board or committee meetings. In 1995, each of Arnold P.
Schultz, Larry B. Hagness and Thomas J. Winkel received $4,500 in cash
compensation for serving on the Board. No other director received any cash
compensation for services as a director in 1995.
In addition, upon the initial election to the Board, each non-employee
director is entitled to receive an option to purchase 10,000 shares of Common
Stock under the Company's 1995 Stock Incentive Plan. These options will have an
exercise price equal to the fair market value of one share of Common Stock on
the date of grant and become exercisable in equal installments of one-third of
the total shares subject to the option on each of the first three anniversaries
of the date of grant, so long as the director remains a member of the Board of
the Directors, and expire ten years from the date of grant.
4
<PAGE>
PRINCIPAL STOCKHOLDERS AND BENEFICIAL OWNERSHIP OF MANAGEMENT
The following table sets forth information regarding the beneficial
ownership of the Common Stock of the Company as of March 7, 1996, unless
otherwise indicated, by each stockholder who is known by the Company to own
beneficially more than 5% of the outstanding Common Stock, by each director, by
each executive officer and by all directors and executive officers of the
Company as a group.
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
BENEFICIALLY OWNED (1)
----------------------------------------
NAME AND ADDRESS PERCENT OF
OF BENEFICIAL OWNER AMOUNT CLASS
- -------------------------------------- ------------------------- -------------
<S> <C> <C>
Estate of Roger R. Marten 880,100(2)(3) 29.9%
715 South Barstow Street
Eau Claire, WI 54702
Randolph L. Marten 865,000(3)(4) 29.3%
129 Marten Street
Mondovi, WI 54755
Heartland Advisors, Inc. 306,100(5) 10.4%
790 North Milwaukee Street
Milwaukee, WI 53202
FMR Corp. 247,400(6) 8.4%
82 Devonshire Street
Boston, MA 02109
Darrell D. Rubel 20,000(7) *
Arnold P. Schultz 1,000 *
Larry B. Hagness 10,300(8) *
Thomas J. Winkel 7,166(9) *
Timothy P. Nash 7,000(10) *
Franklin J. Foster 13,000(11) *
Robert G. Smith 10,000(12) *
All Directors and Executive Officers 1,813,566(2)(3)(4)(13) 60.0%
as a Group (8 persons)
</TABLE>
- ------------------------
* Less than 1% of the outstanding shares.
(1) Unless otherwise noted, all of the shares are held by individuals
possessing sole voting and investment power with respect to the shares
shown. Shares not outstanding, but deemed beneficially owned by virtue of
the right of a person or member of a group to acquire them within 60 days,
are treated as outstanding only when determining the amount and percent
owned by such person or group.
(2) Includes 880,100 shares placed into the Marten Voting Trust (the "Trust")
by Roger R. Marten pursuant to the terms of a Voting Trust Agreement dated
February 14, 1983, as amended (the "Voting Trust Agreement"). Under the
Voting Trust Agreement, Randolph L. Marten, Darrell D. Rubel and G. Scott
Nicastro have been appointed Trustees to vote all of the shares subject to
the
5
<PAGE>
Trust, except that without the consent of each beneficial owner of the
shares to be voted, the Trustees may not vote on any increase in the
authorized stock of the Company, the sale, lease or exchange of all or
substantially all of the assets of the Company, the consolidation or merger
of the Company with or into any other corporation or the dissolution of the
Company. Any action to be taken by the Trustees pursuant to the Marten
Voting Trust requires an affirmative vote of a majority of the Trustees.
The Voting Trust Agreement will expire on December 31, 2012, unless earlier
terminated by the Trustees or the beneficial holders of all of the Common
Stock held pursuant to the Trust. Effective May 4, 1993, Randolph L.
Marten, as subscriber, and Randolph L. Marten, Darrell D. Rubel and G.
Scott Nicastro, as trustees, entered an Agreement Regarding Voting Trust
Agreement, which becomes effective if the Voting Trust Agreement terminates
for any reason. This agreement covers all shares owned by Randolph L.
Marten on May 4, 1993 and any shares he acquires after that date, contains
the same provisions regarding the voting of shares as the Voting Trust
Agreement and also expires on December 31, 2012.
(3) Roger R. Marten and Randolph L. Marten (both as "Individual Stockholders"
and as "Voting Trustees"), the Company, and Darrell D. Rubel (as a "Voting
Trustee") entered into a Stock Restriction Agreement dated September 19,
1986, pursuant to which each of the Individual Stockholders agreed not to
voluntarily or involuntarily dispose of any of his shares of Common Stock
or interest under the Voting Trust Agreement (the "Shares") without the
written consent of the other Individual Stockholder. If either Individual
Stockholder wishes to dispose of any of his Shares, he must give first the
other Individual Stockholder and then the Company a right of first refusal
to purchase the Shares at the lower of the price offered by the proposed
transferee or a purchase price determined pursuant to the Stock Restriction
Agreement. Upon the bankruptcy of an Individual Stockholder or any levy
against any of the Shares, the Individual Stockholder must also give this
right of first refusal to the other Individual Stockholder and the Company.
(4) Includes 855,000 shares placed into the Marten Voting Trust, which is
described in Note (2) above, by Randolph L. Marten, and 10,000 shares that
Mr. Marten has the right to acquire pursuant to outstanding options.
(5) Heartland Advisors, Inc. ("Heartland") has reported in a Schedule 13G filed
with the Securities and Exchange Commission on February 9, 1996 that as of
December 31, 1995 it was the beneficial owner of 306,100 shares, possessing
sole voting power with respect to 256,100 of such shares and sole
dispositive power with respect to all of such shares. According to the
Schedule 13G, the shares reported as beneficially owned by Heartland are
held in investment advisory accounts of Heartland and the interests of one
such account, Heartland Value Fund, a series of Heartland Group, Inc., a
registered investment company, relates to more than 5% of the class.
(6) FMR Corp. has reported in a Schedule 13G filed with the Securities and
Exchange Commission on February 14, 1996 that as of December 31, 1995
Fidelity Management & Research Company ("Fidelity"), a wholly owned
subsidiary of FMR Corp., was the beneficial owner of all such shares
through the Fidelity Low-Priced Stock Fund (the "Fund"). The Board of
Trustees of the Fund has sole voting power with respect to all such shares.
The Fund, FMR Corp. (through its control of Fidelity) and Edward C. Johnson
3rd (Chairman of FMR Corp.) each have the sole power to dispose of the
shares owned by the Fund. Mr. Johnson and various Johnson family members
and trusts for their benefit may be deemed, by their stock ownership and
the execution of a shareholder's voting agreement, to form a controlling
group of FMR Corp.
6
<PAGE>
(7) Does not include 1,735,100 shares placed into the Marten Voting Trust, of
which Randolph L. Marten, Darrell D. Rubel and G. Scott Nicastro are
Trustees. See Notes (2) and (3) above. Consists of 20,000 shares that Mr.
Rubel has the right to acquire pursuant to outstanding stock options.
(8) Includes 10,000 shares that Mr. Hagness has the right to acquire pursuant
to outstanding options and 300 shares owned by his wife.
(9) Includes 6,666 shares that Mr. Winkel has the right to acquire pursuant to
outstanding options.
(10) Includes 7,000 shares that Mr. Nash has the right to acquire pursuant to
outstanding options.
(11) Includes 11,000 shares that Mr. Foster has the right to acquire pursuant to
outstanding options.
(12) Includes 10,000 shares that Mr. Smith has the right to acquire pursuant to
outstanding options.
(13) Includes an aggregate of 74,666 shares that directors and executive
officers have the right to acquire pursuant to outstanding options and 300
shares owned by the wife of Mr. Hagness.
7
<PAGE>
COMPENSATION AND OTHER BENEFITS
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table sets forth cash and non-cash compensation for each of
the last three fiscal years awarded to or earned by each of the named executive
officers.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
------------------------------------------
OTHER ANNUAL ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION (1) COMPENSATION (2)
- ---------------------------------- --------- ----------- --------- ------------------ ------------------
<S> <C> <C> <C> <C> <C>
Randolph L. Marten 1995 $ 220,000 $ -- $ 9,268 $ 677
Chairman, President and 1994 220,000 5,250 17,635 629
Chief Operating Officer 1993 150,000 6,750 17,529 633
Darrell D. Rubel 1995 130,000 -- 9,268 51,719
Executive Vice President, 1994 132,500 2,100 17,635 52,338
Chief Financial Officer and 1993 105,769 2,700 14,529 33,333
Treasurer
Timothy P. Nash 1995 135,000 13,500 -- 1,168
Vice President of Sales 1994 135,000 3,850 485 1,134
1993 113,539 4,950 -- 824
Robert G. Smith 1995 105,000 10,500 -- 1,155
Vice President of Operations 1994 105,000 2,972 2,400 1,104
1993 87,642 3,821 -- 849
</TABLE>
- ------------------------
(1) Includes $3,000 for the fair market value of an automobile transferred to
Mr. Marten in 1993. All other reported compensation in the column for Mr.
Marten and Mr. Rubel consists of the value of vacations paid for by the
Company on behalf of these individuals in 1995, 1994 and 1993, respectively.
All reported compensation in the column for Mr. Nash and Mr. Smith consists
of reimbursement of personal travel expenses in 1994.
(2) The reported compensation for Mr. Darrell Rubel consists of amounts credited
to a deferred compensation account in 1995, 1994 and 1993. See "Compensation
and Other Benefits -- Employment Agreement." All other reported compensation
in the column consists of Company contributions to the Company's 401(k) plan
in 1995, 1994 and 1993.
8
<PAGE>
OPTION GRANTS AND EXERCISES IN 1995
The following tables provide information for the year ended December 31,
1995 as to individual grants and exercises of options to purchase shares of the
Company's Common Stock by each of the named executive officers.
OPTION GRANTS IN 1995
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
NUMBER OF % OF TOTAL ANNUAL RATES OF
SECURITIES OPTIONS STOCK PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE OR FOR OPTION TERM (1)
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION --------------------------
NAME GRANTED FISCAL YEAR ($/SH) DATE 5% 10%
- ----------------------- ----------- ----------------- ----------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Randolph L. Marten 50,000 32.3% $ 20.50 3/8/05 $ 644,617 $ 1,633,586
Darrell D. Rubel 25,000 16.1% $ 20.50 3/8/05 $ 322,309 $ 816,793
Timothy P. Nash 20,000 12.9% $ 20.50 3/8/05 $ 257,847 $ 653,434
Robert G. Smith 20,000 12.9% $ 20.50 3/8/05 $ 257,847 $ 653,434
</TABLE>
- ------------------------
(1) These amounts represent the total estimated value of the option at the end
of the option term assuming the Company's Common Stock grows at the rate
(compounded annually) indicated. These amounts are based upon certain
assumed rates of appreciation only. Actual gains, if any, in stock option
value are dependent upon future performance of the Company's Common Stock,
overall market conditions and the continued employment of the executive with
the Company. The amounts represented in this table might not necessarily be
achieved.
AGGREGATED OPTION EXERCISES IN 1995 AND
DECEMBER 31, 1995 OPTION VALUES TABLE
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
DECEMBER 31, 1995 DECEMBER 31, 1995
SHARES ACQUIRED VALUE (EXERCISABLE/ (EXERCISABLE/
NAME ON EXERCISE REALIZED UNEXERCISABLE) (1) UNEXERCISABLE) (2)
- ----------------------- --------------------- ------------- ------------------- ---------------------
<S> <C> <C> <C> <C>
Randolph L. Marten -- -- --/50,000 --/-0-
Darrell D. Rubel -- -- 15,000/25,000 $117,450/-0-
Timothy P. Nash -- -- 3,000/20,000 $ 38,250/-0-
Robert G. Smith -- -- 6,000/29,000 $ 19,500/$29,250
</TABLE>
- ------------------------
(1) The exercise price may be paid in cash or, in the Compensation Committee's
discretion, in shares of the Company's Common Stock valued at fair market
value on the date of exercise.
(2) Based on the closing sale price on December 29, 1995 of $16.50, as reported
by the Nasdaq National Market System.
9
<PAGE>
EMPLOYMENT AGREEMENTS
On May 1, 1993, the Company entered into a ten-year Employment Agreement
with Darrell D. Rubel for the employment of Mr. Rubel as the Company's Executive
Vice President, Chief Financial Officer and Treasurer. The Company entered into
this Employment Agreement in order to retain the long-term services of Mr. Rubel
and to provide stability to the Company due to the failing health of Roger R.
Marten, who was the Company's Chief Executive Officer until his death in August
1993. Mr. Rubel is paid annual aggregate cash compensation of $180,000, $130,000
of which is currently paid in base salary and $50,000 of which is credited to a
deferred compensation account for Mr. Rubel. The Board of Directors may increase
but not decrease the base salary and/or the deferred compensation. The deferred
compensation is credited to a special account for Mr. Rubel in equal amounts of
$25,000 on June 30 and December 31 of each year, provided that Mr. Rubel is
employed by the Company on such dates. Beginning January 1, 1998 and for each
year thereafter, Mr. Rubel is entitled to designate a percentage of his total
compensation, not to exceed 40%, to be credited to the deferred account. The
balance credited to the deferred account vests at the rate of 20% per year
beginning on December 31, 1993 and on December 31 of each year thereafter. After
December 31, 1997, Mr. Rubel will have a fully vested interest in all amounts
credited to the deferred account. If the Company terminates the agreement prior
to its expiration without "cause" and for other than the death or disability of
Mr. Rubel, or Mr. Rubel terminates the agreement for "good reason," the Company
is obligated to pay Mr. Rubel a lump sum equal to (a) the present value of the
then current base salary for a period of five years and (b) the balance of the
deferred account, whether or not such amount had fully vested, plus an amount
equal to five times the then current annual amount that the Company would have
been obligated to credit to the deferred account. The agreement prohibits Mr.
Rubel from competing with the Company for a period of one year after termination
of his employment. The agreement also contains standard provisions requiring Mr.
Rubel to assign inventions to the Company and to keep the Company's proprietary
information confidential.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The functions of the Compensation Committee of the Board of Directors are to
(i) establish overall compensation policies for the Company that are consistent
with and linked to the Company's strategic objectives; (ii) assess the
performance of executive officers in developing and executing the Company's
strategic objectives; (iii) ensure that executive compensation is appropriate in
light of both individual and Company performance; and (iv) make recommendations
to the Board of Directors concerning the compensation of the Company's executive
officers, as well as other key employees.
The purposes of the Company's executive compensation policy as established
by the Compensation Committee are to attract, motivate, retain and reward
executive officers and other key personnel who will consistently produce
superior results over the long term to provide value to the Company's
shareholders. The overall executive compensation program of the Company is
designed to (i) foster a "team" approach wherein officers and key employees with
differing functional responsibilities work together to achieve the Company's
overall strategic objectives; (ii) create a performance based environment with
variable compensation based upon the achievement of annual and long-term
business results; (iii) focus management on maximizing shareholder value through
stock-based compensation aligned with shareholder returns; (iv) provide
compensation opportunities dependent upon the Company's performance relative to
its competitors and changes in the Company's performance over time; and (v)
ensure that the Company's compensation program is competitive in the Company's
industry.
10
<PAGE>
Consistent with these objectives, the Company's executive compensation
program was substantially revised in 1994 around three basic elements:
- Base salary compensation
- Annual incentive compensation
- Stock-based compensation
In 1994 the base salary for all of the executive officers (other than
Darrell Rubel, whose compensation was reviewed and established as part of a
long-term employment agreement entered into in 1993 and described above) was
reviewed and modified based on a number of considerations, including: (i) each
executive's experience, level of responsibility and performance; (ii) salaries
for comparable positions within similar companies in the industry; and (iii)
internal comparability considerations. The comparable companies selected by the
Company included publicly traded long-haul truckload carriers. This review by
the Compensation Committee resulted in substantial increases in base salary for
each of the executive officers from 1993 to 1994 as reflected in the table set
forth above. Prior to the foregoing review, the Compensation Committee believed
that the Company was at the low end of executive compensation among the
comparable companies, and now believes that, particularly after consideration of
its revised performance-based bonus program, the Company is near the median in
executive compensation among the comparable companies. The Compensation
Committee did take into account the performance of the comparable companies in
establishing the Company's executive compensation program. The increase in base
salary for Mr. Randolph L. Marten in 1994 reflects, in addition to the
considerations described above, superior performance in assuming the duties of
chief executive officer following the death of Roger R. Marten in 1993. Base
salaries were maintained at 1994 levels in 1995.
The Company substantially revised its executive bonus program in 1994, and
modified it again more modestly in 1995 to be effective in 1996, in order to tie
bonus compensation to: (i) specific performance objectives for the Company,
including achievement of specific operating margin, return on assets (formerly
return on equity) and revenue growth objectives; (ii) overall executive team
performance; and (iii) individual performance objectives. Under this program,
executives are eligible to receive a bonus of up to 50% (increased from 25% as
was effective for 1995) of base compensation if the performance objectives are
achieved and potentially more if the performance objectives are exceeded. Each
executive officer is entitled to an additional bonus of up to 10% of base
compensation based on achievement of certain individual performance objectives
to be determined on an annual basis in connection with performance reviews. The
individual performance objectives are to be primarily measurable and tied to the
Company's strategic objectives. The executive bonus program does not become
effective unless the Company achieves at least a 10% increase in pre-tax
earnings from the prior year.
The third element of the Company's executive compensation program is
stock-based compensation, designed to further align executive compensation with
maximizing shareholder value. In the past, the Company's executive officers have
been granted, on the date of their initial election as an executive officer, an
option to purchase 15,000 shares of Common Stock at fair market value on the
date of the grant. These options become exercisable with respect to 20% of the
shares subject to the option on each of the first five anniversary dates of the
grant date. With the adoption of the 1995 Stock Incentive Plan, described below
in this Proxy Statement, the Compensation Committee intends to make greater use
of stock options in order to provide a more meaningful opportunity for stock
ownership and greater
11
<PAGE>
incentive for the Company's executives to manage the Company from the
perspective of an equity owner. The size of option grants to each executive
officer will be discretionary, based on current levels of responsibility and
performance, and based on perceived future potential.
The Compensation Committee believes that its approach to executive
compensation described above will provide competitive base compensation,
establish strong incentive to achieve the Company's strategic objectives, and
align the interests of the executives with those of the shareholders.
Arnold P. Schultz
Larry B. Hagness
Thomas J. Winkel
Members of the Compensation Committee
COMPARATIVE STOCK PERFORMANCE
The graph below compares the cumulative total stockholder return on the
Company's Common Stock for the last five fiscal years with the cumulative total
return on the Nasdaq Market Index and the SIC code 4213 (trucking, except local)
line-of-business index prepared by Media General Financial Services over the
same period. The graph assumes the investment of $100 in the Company's common
stock, the Nasdaq Market Index and the line-of-business index on December 31,
1990, and reinvestments of all dividends.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
MARTEN TRANSPORT LTD INDUSTRY INDEX BROAD MARKET
<S> <C> <C> <C>
1990 100 100 100
1991 166.67 150.41 128.38
1992 244.44 183.92 129.64
1993 416.67 208.33 155.5
1994 444.44 200.3 163.26
1995 366.67 169.8 211.77
</TABLE>
12
<PAGE>
CERTAIN TRANSACTIONS
The Company's facilities in Ontario, California are leased by the Company
from R&R Properties, a sole proprietorship owned by Randolph L. Marten, under a
5-year lease dated November 29, 1994. The Company made rental payments to R&R
Properties totalling $126,000 in the year ended December 31, 1995.
The Company maintains deposits in Chetek State Bank of Barron, which are
subsidiaries of BCB Bancorp, Inc. ("BCB"). On February 1, 1994, BCB became a
wholly owned subsidiary of Northwest Wisconsin Bancorp, Inc., which is solely
owned by Darrell D. Rubel. Prior to February 1, 1994, Darrell D. Rubel and the
estate of Roger R. Marten had each owned 50% of the stock of BCB. Darrell D.
Rubel is an officer and director of the Chetek State Bank, Bank of Barron, BCB
and Northwest Wisconsin Bancorp, Inc.
The Company believes that the above transactions are at rates and on terms
which are no less favorable than could have been obtained from unaffiliated
third parties.
SELECTION OF INDEPENDENT AUDITORS
PROPOSAL 2
The Board of Directors has approved the selection of Arthur Andersen LLP as
independent auditors to make an examination of the accounts of the Company for
the fiscal year ending December 31, 1996, and to perform other appropriate
accounting services. Arthur Andersen LLP has acted as independent auditors of
the Company since July 1986.
Although it is not required to do so, the Board of Directors wishes to
submit the selection of Arthur Andersen LLP to the shareholders for
ratification. The Board recommends a vote FOR ratification of Arthur Andersen
LLP as independent auditors for the fiscal year ending December 31, 1996. Unless
a contrary choice is specified, proxies solicited by the Board will be voted FOR
the ratification of Arthur Andersen LLP If the selection of Arthur Andersen LLP
is not ratified, the Board of Directors will reconsider its selection.
The Company has requested and expects a representative of Arthur Andersen
LLP to be present at the Annual Meeting to make a statement if he or she so
desires and to respond to appropriate questions.
SECTION 16 COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and executive officers, and persons who beneficially own
more than 10% of the Company's Common Stock, to file with the Securities and
Exchange Commission (the "SEC") initial reports of ownership and reports of
changes in ownership of Common Stock and other equity securities of the Company.
Directors, executive officers and greater than 10% stockholders are required by
SEC regulations to furnish the Company with copies of all Section 16(a) reports
they file. To the Company's knowledge, based solely on review of the copies of
such reports furnished to the Company during the year ended December 31, 1995,
the Company's directors, executive officers and greater than 10% stockholders
complied with all applicable Section 16(a) filing requirements.
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<PAGE>
PROPOSALS FOR THE NEXT ANNUAL MEETING
Stockholder proposals intended to be presented in the proxy materials
relating to the next Annual Meeting of Stockholders must be received by the
Company on or before December 7, 1996.
OTHER BUSINESS
The Company knows of no business that will be presented for consideration at
the Annual Meeting other than that described in this Proxy Statement. As to
other business, if any, that may properly come before the Annual Meeting, it is
intended that proxies solicited by the Board will be voted in accordance with
the judgment of the person or persons voting the proxies.
ANNUAL REPORT
A copy of the Company's Annual Report to Stockholders for the fiscal year
ended December 31, 1995, accompanies this Notice of Annual Meeting and Proxy
Statement. The Annual Report describes the financial condition of the Company as
of December 31, 1995.
THE COMPANY WILL FURNISH WITHOUT CHARGE A COPY OF ITS ANNUAL REPORT ON FORM
10-K (EXCLUSIVE OF EXHIBITS) FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995 TO EACH
PERSON WHO IS A STOCKHOLDER OF THE COMPANY AS OF MARCH 28, 1996, UPON RECEIPT
FROM ANY SUCH PERSON OF A WRITTEN REQUEST FOR SUCH AN ANNUAL REPORT ON FORM
10-K. SUCH REQUESTS SHOULD BE SENT TO: MARTEN TRANSPORT, LTD., 129 MARTEN
STREET, MONDOVI, WISCONSIN 54755, ATTENTION: DARRELL D. RUBEL, EXECUTIVE VICE
PRESIDENT AND CHIEF FINANCIAL OFFICER.
/s/ Randolph L. Marten
Randolph L. Marten
CHAIRMAN OF THE BOARD, PRESIDENT
AND CHIEF OPERATING OFFICER
14
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY MARTEN TRANSPORT, LTD. PROXY
129 MARTEN STREET
MONDOVI, WISCONSIN 54755
FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 7, 1996
The undersigned hereby appoints Randolph L. Marten and Darrell D. Rubel as
Proxies, each with the power to appoint substitutes, and hereby authorizes
each of them to represent and to vote, as indicated on the reverse side, all
the shares of Common Stock of Marten Transport, Ltd. held of record by the
undersigned on March 28, 1996, at the Annual Meeting of Stockholders to be
held on May 7, 1996, and at any adjournments thereof.
(CONTINUED AND TO BE DATED AND SIGNED ON OTHER SIDE)
- -------------------------------------------------------------------------------
TRIANGLE FOLD AND DETACH HERE TRIANGLE
<PAGE>
<TABLE>
<S><C> <C> <C> <C> <C>
PLEASE MARK
YOUR VOTES AS / X /
INDICATED IN
THIS EXAMPLE
1. ELECTION OF DIRECTORS
FOR WITHHOLD (INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
all nominees AUTHORITY LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
listed to the right to vote for all
(except as marked nominees listed Randolph L. Marten, Darrell D. Rubel, Arnold P. Schultz, Larry B. Hagness,
to the contrary) to the right Thomas J. Winkel
/ / / /
2. Proposal to ratify the selection of Arthur In their discretion, the Proxies are authorized to vote
Andersen LLP as the independent auditors upon such other busines as may properly come before the
of the Company. meeting.
FOR AGAINST ABSTAIN THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE
/ / / / / / MANNER DIRECTED HEREON BY THE UNDERSIGNED SHAREHOLDER. IF
NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL
THE PROPOSALS AND FOR THE ELECTION OF ALL NOMINEES FOR
DIRECTOR.
Please sign exactly as your name appears hereon.
Dated:____________________________________________, 1996
________________________________________________________
SIGNATURE
SIGNATURE IF HELD JOINTLY
When shares are held by joint tennants, both should sign.
When signing as attorney, executor, administrator,
trustee or guardian, please give full title. If
shareholder is a corporation, please sign in full
corporate name by President or other authorized officer;
if a partnership, please sign in partnership's name by
an authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY
USING THE ENCLOSED ENVELOPE.
- -----------------------------------------------------------------------------------------------------------------------------------
TRIANGLE FOLD AND DETACH HERE TRIANGLE
</TABLE>
MARTEN TRANSPORT LTD.
ANNUAL MEETING OF STOCKHOLDERS
TUESDAY, MAY 7, 1996
4:00 P.M. C.S.T.
HELD AT
THE ROGER R. MARTEN COMMUNITY CENTER
MONDOVI, WISCONSIN
