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SCHEDULE 14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
| Filed by the Registrant /x/ |
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| Filed by a Party other than the Registrant / / | ||
| Check the appropriate box: |
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| / / | Preliminary Proxy Statement | |
| / / | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| /x/ | Definitive Proxy Statement | |
| / / | Definitive Additional Materials | |
| / / | Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12 |
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| Marten Transport, Ltd. |
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(Name of Registrant as Specified In Its Charter) |
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
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| Payment of Filing Fee (Check the appropriate box): | ||||
| /x/ | No fee required | |||
| / / | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 | |||
| (1) | Title of each class of securities to which transaction applies: |
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| (2) | Aggregate number of securities to which transaction applies: |
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| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
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| (4) | Proposed maximum aggregate value of transaction: |
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| (5) | Total fee paid: |
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| / / | Fee paid previously with preliminary materials. | |||
| / / | 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: |
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| (2) | Form, Schedule or Registration Statement No.: |
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| (3) | Filing Party: |
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| (4) | Date Filed: |
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[MARTEN LOGO]
Dear Stockholder:
You are cordially invited to attend the 2000 Annual Meeting of Stockholders of Marten Transport, Ltd. The meeting will be held on Tuesday, May 9, 2000, at 4:00 p.m. local time, at the Ramada Conference Center, 1202 West Clairemont Avenue, Eau Claire, Wisconsin.
We suggest that you carefully read the enclosed Notice of Annual Meeting and Proxy Statement.
We hope you will attend the Annual Meeting. Whether or not you attend, we urge you to complete, sign, date and return the enclosed proxy card in the enclosed envelope in order to have your shares represented and voted at the Annual Meeting.
| Very truly yours, | ||
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/S/ RANDOLPH L. MARTEN |
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Randolph L. Marten Chairman of the Board and President |
| March 31, 2000 |
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MARTEN TRANSPORT, LTD.
129 Marten Street
Mondovi, Wisconsin 54755
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 9, 2000
TO THE STOCKHOLDERS OF MARTEN TRANSPORT, LTD.:
The Annual Meeting of Stockholders of Marten Transport, Ltd. will be held on Tuesday, May 9, 2000, at 4:00 p.m. local time, at the Ramada Conference Center, 1202 West Clairemont Avenue, Eau Claire, Wisconsin, for the following purposes:
Only stockholders of record as shown on the books of the Company at the close of business on March 22, 2000 will be entitled to vote at the Annual Meeting or any adjournment thereof.
| By Order of the Board of Directors | ||
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/S/ THOMAS A. LETSCHER |
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Thomas A. Letscher Secretary |
| March 31, 2000 |
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MARTEN TRANSPORT, LTD.
129 Marten Street
Mondovi, Wisconsin 54755
PROXY STATEMENT FOR
ANNUAL MEETING OF STOCKHOLDERS
MAY 9, 2000
The Annual Meeting of Stockholders of Marten Transport, Ltd. (the "Company") will be held on May 9, 2000, at 4:00 p.m. local time, at the Ramada Conference Center, 1202 West Clairemont Avenue, Eau Claire, Wisconsin. See the Notice of Meeting for the purposes of the meeting.
A proxy card is enclosed for your use. You are solicited on behalf of the Board of Directors to MARK, SIGN, DATE AND RETURN THE PROXY CARD IN THE ENVELOPE PROVIDED. Postage is not required if mailed in the United States. We will pay the cost of soliciting proxies, including preparing, assembling and mailing the proxies. We will also pay the cost of forwarding such material to the beneficial owners of our common stock, par value $.01 per share (the "Common Stock"). Our directors, officers and regular employees may, for no additional compensation, solicit proxies by telephone or personal conversation. We may reimburse brokerage firms and others for the expenses of forwarding proxy material to the beneficial owners of our Common Stock.
Any proxy given in accordance with this solicitation and received in time for the Annual Meeting will be voted in accordance with the instructions given in the proxy. Any stockholder giving a proxy may revoke it at any time before its use at the Annual Meeting by giving written notice of revocation to our Secretary. The revocation notice may be given before the Annual Meeting, or a stockholder may appear at the Annual Meeting and give written notice of revocation before use of the proxy.
We expect to mail this Proxy Statement, the Proxy and Notice of Meeting to stockholders on March 31, 2000.
Only holders of Common Stock of record at the close of business on March 22, 2000 will be entitled to vote at the Annual Meeting. On March 22, 2000, we had 4,300,145 shares of Common Stock outstanding. For each share of Common Stock that you own of record at the close of business on March 22, 2000, you are entitled to one vote on each matter voted on at the Annual Meeting. Holders of shares of Common Stock lack cumulative voting rights.
Presence at the Annual Meeting, in person or by proxy, of the holders of a majority of the outstanding shares of Common Stock (2,150,073 shares) is required for a quorum to conduct business. In general, shares of Common Stock represented by a properly signed and returned proxy card will count as shares present at the Annual Meeting to determine a quorum. This is the case regardless of whether the card reflects votes withheld from the election of director nominees or abstentions (or is left blank) or reflects a "broker non-vote" on a matter. A card reflecting a broker non-vote is any that is returned by a broker on behalf of its beneficial owner customer and not voted on a particular matter, because voting instructions have not been received and the broker has no discretionary authority to vote.
Assuming a quorum is present, the six director nominees receiving the greatest number of votes cast for the election of directors will be elected as directors. Therefore, votes withheld from the election of director nominees will be excluded entirely from the vote and will have no effect. The other
proposal 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 this proposal will be treated as votes against the proposal. Shares represented by a proxy card including any broker non-vote on a matter 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 as directed on the proxy cards. Proxies signed by stockholders but lacking any voting instructions will be voted in favor of the election of the director nominees. Such proxies will also be voted in favor of the other proposal described in this Proxy Statement. The proxies named on the proxy cards will use their judgment to vote such proxies on any other business that may properly come before the Annual Meeting.
Proposal 1
Nomination
Our Bylaws provide that the Board shall have at least one member, or a different number of members as may be determined by the Board of Directors or the stockholders. The Board of Directors has determined that there will be six directors elected at the Annual Meeting.
The Board of Directors has nominated the six persons listed below. If elected, the 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 all 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 six nominees for election as directors at the Annual Meeting who receive the greatest number of votes cast will be elected as directors. If, before the Annual Meeting, the Board learns that any nominee will be unable to serve because of death, incapacity or other unexpected occurrence, the proxies that would have been voted for the nominee will be voted for a substitute nominee selected by the Board. The proxies may also, at the Board's discretion, be voted for the remaining nominees. The Board believes that all nominees will be able to serve at the time of the Annual Meeting. No arrangements or understandings exist between any nominee and any other person under which such nominee was selected.
Information About Nominees
The following information has been furnished to the Company by the respective nominees for director.
| Names of Nominees |
Age |
Principal Occupation |
Director Since |
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|---|---|---|---|---|---|---|
| Randolph L. Marten | 47 | Our Chairman of the Board and President | 1980 | |||
| Darrell D. Rubel | 55 | Our Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary | 1983 | |||
| Larry B. Hagness | 50 | President of Durand Builders Service, Inc., Durand, Wisconsin | 1991 | |||
| Thomas J. Winkel | 57 | Management Consultant | 1994 | |||
| Jerry M. Bauer | 48 | President of Bauer Built, Incorporated, Durand, Wisconsin | 1997 | |||
| Christine K. Marten | 44 | Flight Attendant with Northwest Airlines | 1998 |
2
Other Information About Nominees
Randolph L. Marten has been a full-time employee of ours since 1974. Mr. Marten has been a Director since October 1980, our President since June 1986 and our Chairman of the Board since August 1993. Mr. Marten also served as our Chief Operating Officer from June 1986 until August 1998 and as a Vice President from October 1980 to June 1986.
Darrell D. Rubel has been a Director since February 1983, our Chief Financial Officer since January 1986, our Treasurer since June 1986, our Assistant Secretary since August 1987 and our Executive Vice President since May 1993. Mr. Rubel also served as a Vice President from January 1986 until May 1993 and as our Secretary from June 1986 until August 1987.
Larry B. Hagness has been a Director 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 an officer and owner of Main Street Graphics, a commercial printing company, since 1985.
Thomas J. Winkel has been a Director since April 1994. Since January 1994, Mr. Winkel has been a management and financial consultant and private investor. From 1990 to 1994, 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 six years as Managing Partner of its St. Paul office. Mr. Winkel is also a director of Featherlite, Inc.
Jerry M. Bauer has been a Director since January 1997. Mr. Bauer has been the President of Bauer Built, Incorporated since 1976. Bauer Built is a distributor of new and retreaded tires and related products and services throughout the Midwest, and a distributor of petroleum products in West Central Wisconsin. Mr. Bauer has also served on the Boards of Directors of Security National Bank, Durand, Wisconsin, and Mason Shoe, Chippewa Falls, Wisconsin, since 1992 and 1999, respectively.
Christine K. Marten has been a Director since September 1998. Ms. Marten has been a flight attendant with Northwest Airlines since 1978. Ms. Marten and Randolph L. Marten are siblings.
Additional Information About the Board of Directors
Our Board of Directors held four meetings during 1999, and all of the directors attended 75% or more of the meetings. In addition, a special committee of the Board of Directors, consisting of Messrs. Hagness, Winkel and Bauer, met one time during 1999 with each committee member in attendance.
The Board of Directors has formed an Audit Committee and a Compensation Committee, both of which currently consist of three of our outside Board Members, Messrs. Hagness, Winkel and Bauer. The Board of Directors has not formed a Nominating Committee.
The Audit Committee provides assistance to the Board to satisfy its fiduciary responsibilities for our accounting, auditing, operating and reporting practices. The committee recommends engagement of our independent public accountants, reviews and approves services performed by such accountants, including the results of the annual audit, reviews and evaluates the adequacy of our system of internal controls and internal audit procedures and performs other related duties delegated to it by the Board. During 1999, the Audit Committee met three times.
The Compensation Committee reviews general programs of compensation and benefits for all of our employees. The committee makes recommendations to the Board about matters such as compensation for our officers, directors and key employees. The committee also serves as the disinterested administrator of our 1986 Incentive Stock Option Plan, our 1986 Non-Statutory Stock
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Option Plan and our 1995 Stock Incentive Plan. During 1999, the Compensation Committee met three times.
Director Compensation
We do not pay fees to directors who are our full-time employees, nor do we reimburse them for out-of-pocket expenses of attending Board or committee meetings. We generally pay directors who are not our full-time employees a fee of $500 for each Board or committee meeting attended, and reimburse them for out-of-pocket expenses of attending meetings. In 1999, Messrs. Hagness, Winkel and Bauer each received $6,000, and Ms. Marten received $2,500 in cash compensation for serving on the Board. No other director received any cash compensation for services as a director in 1999.
Once elected to the Board, each non-employee director receives an option to purchase 15,000 shares of Common Stock under our 1995 Stock Incentive Plan. These options become exercisable in equal installments of one-third of the total shares under the option on the first three anniversaries of the grant date, as long as the director remains a Board Member. In addition, starting in 1998, each non-employee director will receive an automatic grant of a non-qualified stock option to purchase 3,750 shares of Common Stock upon re-election to the Board by the stockholders. We issue these options at an exercise price equal to the fair market value of one share of Common Stock on the grant date. These options expire ten years from the grant date.
4
PRINCIPAL STOCKHOLDERS AND
BENEFICIAL OWNERSHIP OF MANAGEMENT
The following table gives information on the beneficial ownership of our Common Stock as of February 1, 2000, unless otherwise indicated. The information is given by (a) each stockholder who we know to beneficially own more than 5% of our outstanding Common Stock, (b) each director, (c) each executive officer and (d) all of our directors and executive officers as a group.
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Shares of Common Stock Beneficially Owned(1) |
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| Name and Address of Beneficial Owner |
Amount |
Percent of Class |
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| Randolph L. Marten 129 Marten Street Mondovi, WI 54755 |
1,928,825 | (2)(3) | 44.1 | % | |
| Christine K. Marten 831 Jefferson Street Mondovi, WI 54755 |
580,825 | (4) | 13.5 | % | |
| FMR Corp. 82 Devonshire Street Boston, MA 02109 |
447,700 | (5) | 10.4 | % | |
| Heartland Advisors, Inc. 790 North Milwaukee Street Milwaukee, WI 53202 |
409,875 | (6) | 9.5 | % | |
| Darrell D. Rubel | 60,000 | (7) | 1.4 | % | |
| Robert G. Smith | 44,250 | (8) | 1.0 | % | |
| Timothy P. Nash | 30,000 | (9) | * | ||
| Franklin J. Foster | 30,000 | (10) | * | ||
| Thomas J. Winkel | 23,250 | (11) | * | ||
| Jerry M. Bauer | 22,500 | (12) | * | ||
| Larry B. Hagness | 22,400 | (13) | * | ||
| All Directors and Executive Officers as a Group (9 persons) | 2,742,050 | (2)(3)(14) | 59.9 | % | |
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must also give this right of first refusal to the other Individual Stockholder and Marten Transport, Ltd.
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COMPENSATION AND OTHER BENEFITS
Summary of Cash and Certain Other Compensation
The following table shows cash and non-cash compensation for each of the last three years awarded to or earned by each of our executive officers.
Summary Compensation Table
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Annual Compensation |
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| Name and Principal Position |
Year |
Salary |
Bonus |
Other Annual Compensation(1) |
All Other Compensation(2) |
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| Randolph L. Marten Chairman and President |
1999 1998 1997 |
$ |
300,000 300,000 220,000 |
$ |
60,000 150,000 101,200 |
$ |
6,688 — 41,583 |
$ |
2,500 346 677 |
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| Darrell D. Rubel Executive Vice President, Chief Financial Officer and Treasurer |
1999 1998 1997 |
142,000 142,000 130,000 |
26,000 65,000 — |
3,633 — 23,390 |
78,775 71,903 107,313 |
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| Robert G. Smith Chief Operating Officer |
1999 1998 1997 |
165,600 132,692 105,000 |
33,120 66,346 55,650 |
997 — — |
1,650 144 1,050 |
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| Timothy P. Nash Vice President of Sales |
1999 1998 1997 |
165,600 160,000 135,000 |
33,120 80,000 71,550 |
2,186 1,289 1,875 |
1,654 185 1,194 |
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| Franklin J. Foster Vice President of Finance |
1999 1998 1997 |
124,200 120,000 104,596 |
24,840 60,000 55,650 |
— 607 — |
1,240 138 1,046 |
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Option Grants and Exercises in 1999
No options were granted to named executive officers in 1999. The following table gives information for 1999 regarding our executive officers' options to purchase shares of our Common Stock.
Aggregated Option/SAR Exercises in 1999 and
December 31, 1999 Option/SAR Values
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Securities underlying unexercised options/SARs at December 31, 1999(1)(#) |
Value of unexercised in-the-money options/SARs at December 31, 1999(2)($) |
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| Name |
Shares Acquired on Exercise |
Value Realized |
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| Exercisable |
Unexercisable |
Exercisable |
Unexercisable |
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| Randolph L. Marten | — | — | 60,000 | 15,000 | — | — | ||||||
| Darrell D. Rubel | — | — | 30,000 | 7,500 | — | — | ||||||
| Robert G. Smith | — | — | 38,250 | 6,000 | 57,641 | — | ||||||
| Timothy P. Nash | — | — | 24,000 | 6,000 | — | — | ||||||
| Franklin J. Foster | — | — | 24,000 | 6,000 | — | — | ||||||
Employment Agreements
On May 1, 1993, we entered into a ten-year Employment Agreement with Darrell D. Rubel to employ Mr. Rubel as our Executive Vice President, Chief Financial Officer and Treasurer. We entered into this Employment Agreement to retain the long-term services of Mr. Rubel. This agreement also gave us stability due to the failing health of Roger R. Marten, who was our Chief Executive Officer until his death in August 1993. Mr. Rubel is paid annual cash compensation of $192,000, after considering the January 27, 1999, amendment discussed below, with $142,000 currently paid in base salary and $50,000 added to a deferred compensation account for Mr. Rubel. Our Board may increase but not decrease the base salary and the deferred compensation. The deferred compensation is added to a special account for Mr. Rubel in equal amounts of $25,000 on June 30 and December 31 of each year, as long as Mr. Rubel is a current employee. Beginning January 1, 1998 and for each following year, Mr. Rubel can direct a percentage of his compensation, less than or equal to 40%, to be added to the deferred account. The balance in the deferred account vests at an annual rate of 20% beginning on December 31, 1993. Mr. Rubel now has a fully vested interest in all amounts in the deferred account. If we terminate the agreement before it expires without "cause" and for other than the death or disability of Mr. Rubel, or Mr. Rubel terminates the agreement for "good reason," we must pay Mr. Rubel a lump sum amount. The amount is calculated as (a) the present value of his current base salary for a five year period and (b) the balance of the deferred account plus an amount equal to five times the current annual amount that we would have added to the deferred account. The agreement prevents Mr. Rubel from competing with us for a one year period after his employment terminates. The agreement also requires Mr. Rubel to assign inventions to us and to keep our proprietary information confidential. On January 27, 1999, we amended this agreement in recognition of the services and benefits provided by Mr. Rubel. We agreed to pay to Mr. Rubel an additional amount of $1,000 per month for the sixty-month period beginning on January 1, 1998. Mr. Rubel is not required to remain a current employee to receive this additional compensation.
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Compensation Committee Report on Executive Compensation
The functions of the Compensation Committee of the Board of Directors are to:
The purposes of our executive compensation policy are to attract, motivate, retain and reward executive officers and other key personnel. The objective is for the personnel to consistently produce superior results over the long term to provide value to our stockholders. Our overall executive compensation program is designed to:
Consistent with these objectives, the Company's executive compensation program consists of the following components:
Effective for calendar year 1998, we adjusted the base salary for all of the executive officers. We considered the following: (a) each executive's experience, level of responsibility and performance; (b) salaries for comparable positions with similar companies in the industry; and (c) internal comparability. The comparable companies selected included publicly traded long-haul truckload carriers. The committee believes that the base salaries of its executive officers are on the moderate side of being competitive in its industry.
Base salaries for the executive officers for calendar 1999 and 2000, excluding Mr. Marten and Mr. Rubel, have been increased approximately 4%. In addition, Mr. Smith's base salary was increased in 1999 commensurate with his promotion to Chief Operating Officer of the Company.
The Company's incentive compensation program for its executive officers provides for bonuses of up to 50% of annual base compensation if the Company exceeds its targeted earnings per share ("EPS"). If the Company's performance is no more than 4% below its targeted EPS, each officer will accrue a bonus of 5% of annual base compensation and if the performance is 105% or more of its targeted EPS, each officer will accrue a bonus of 50% of annual base compensation. Bonuses are prorated for Company performance falling between these achievement percentages. Bonuses are paid in the calendar year following the year in which they are earned. For the year ended December 31, 1999,
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the Company achieved 99% of its targeted EPS and, accordingly, each officer earned a bonus equal to 20% of base compensation.
The third component of our executive compensation program consists of stock-based compensation. The Company awards stock options to align the interests of its executive officers and key personnel with those of its stockholders and to increase the long-term value of the Company. Through deferred vesting, this component of the Company's compensation program creates an incentive for individuals to remain with the Company. In the past, our executive officers have been granted, on the date of their initial election as an officer, an option to purchase 22,500 shares of Common Stock. In addition, stock options are granted to our executive officers and key personnel from time to time based primarily upon the individual's actual and/or potential contribution and the Company's financial performance. To date, all stock options have been granted at or above fair market value. Generally, such options vest over a period of several years.
The committee believes that its approach to executive compensation will provide competitive base compensation, establish strong incentive to achieve our strategic objectives and align the executives' interests with those of the stockholders.
| Larry B. Hagness Thomas J. Winkel Jerry M. Bauer |
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Members of the Compensation Committee |
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Comparative Stock Performance
The graph below compares the cumulative total stockholder return on our Common Stock with The Nasdaq Stock Market index and the SIC code 4213 (trucking, except local) line-of-business index for the last five years. Media General Financial Services prepared the line-of-business index. The graph assumes $100 is invested in our Common Stock, The Nasdaq Stock Market index and the line-of-business index on December 31, 1994, with reinvestment of dividends.
Compare 5-Year Cumulative Total Return
Among Marten Transport, Ltd., The
Nasdaq Stock Market Index and SIC Code Index
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1994 |
1995 |
1996 |
1997 |
1998 |
1999 |
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| Marten Transport | 100.00 | 82.50 | 68.75 | 110.63 | 99.33 | 96.51 | ||||||
| Trucking, Except Local | 100.00 | 84.78 | 80.08 | 115.71 | 111.33 | 107.57 | ||||||
| NASDAQ Market Index | 100.00 | 129.71 | 161.18 | 197.16 | 278.08 | 490.46 |
EDGAR REPRESENTATION OF GRAPH
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In June 1999, we repurchased 177,500 shares of our Common Stock at a price of $12 per share for an aggregate purchase price of $2,130,000 from the estate of Roger R. Marten. Randolph L. Marten and Christine K. Marten were beneficiaries of, and Darrell D. Rubel was the personal representative of, the estate of Roger R. Marten. Our repurchase of these shares was approved by a special committee of the Board of Directors consisting of Messrs. Hagness, Winkel and Bauer. We used cash flows from operations and proceeds from long-term debt to fund the repurchase.
Until May 1999, we maintained deposits in Chetek State Bank and 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. ("NWB"), which is solely owned by Darrell D. Rubel. Prior to February 1, 1994, Darrell D. Rubel and the estate of Roger R. Marten each had owned 50% of the stock of BCB. Darrell D. Rubel is the Chief Executive Officer and a director of BCB and NWB. In May 1999, we closed our accounts at these banks.
Jerry M. Bauer is the President and a stockholder of Bauer Built, Incorporated ("BBI"), which supplies us with new and retreaded tires, related tire services, and petroleum products. Merchandise and services BBI supplies to us are billed either directly or through national account programs. In 1999, we purchased approximately $1,600,000 in goods and services from BBI. The terms on which BBI supplies us and other companies with these products and services are substantially similar. Other than any benefit received from holding stock in BBI, Mr. Bauer receives no compensation or other benefits from our business with BBI.
We believe that the above transactions are at rates and on terms which are not more 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 examine our accounts for 2000, and to perform other appropriate accounting services. Arthur Andersen LLP has been our independent auditor since July 1986.
Although not required to do so, the Board of Directors wishes to submit the selection of Arthur Andersen LLP to the stockholders for confirmation. The Board recommends a vote FOR the confirmation of Arthur Andersen LLP as our independent auditor for 2000. Unless a different choice is given, proxies received by the Board will be voted FOR the confirmation of Arthur Andersen LLP. If the selection of Arthur Andersen LLP is not confirmed, the Board of Directors will reconsider its selection.
We have requested and expect a representative of Arthur Andersen LLP to attend the Annual Meeting to make a statement and to answer any questions.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers, and persons who beneficially own more than 10% of our Common Stock, to file with the Securities and Exchange Commission (the "SEC") initial reports of ownership and reports of changes in ownership of our Common Stock. Directors, executive officers and greater than 10% stockholders are required by SEC regulations to give us copies of all Section 16(a) reports they file. To our knowledge, our directors, executive officers and greater than 10% stockholders complied with all applicable Section 16(a) filing requirements, except that Mr. Marten and Ms. Marten each filed a Form 4 276 days late.
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PROPOSALS FOR THE NEXT ANNUAL MEETING
Stockholder proposals intended to be presented in our proxy materials for the next Annual Meeting of Stockholders must be received by December 5, 2000 and must satisfy the requirements of the proxy rules promulgated by the Securities and Exchange Commission.
A stockholder who wishes to make a proposal at the next Annual Meeting without including the proposal in our proxy statement must notify us by February 18, 2001. If a stockholder fails to give notice by this date, then the persons named as proxies in the proxies we solicit for the next Annual Meeting will have discretionary authority to vote on the proposal.
This Proxy Statement contains all business we are aware of that will be presented at the Annual Meeting. The person or persons voting the proxies will use their judgment to vote for proxies received by the Board for other business, if any, that may properly come before the Annual Meeting.
A copy of our 1999 Annual Report to Stockholders has been sent with this Notice of Annual Meeting and Proxy Statement. The Annual Report describes our financial condition as of December 31, 1999.
A COPY OF OUR 1999 ANNUAL REPORT ON FORM 10-K (EXCLUDING EXHIBITS) IS AVAILABLE TO ANY STOCKHOLDER AS OF MARCH 22, 2000, BY WRITING TO: MARTEN TRANSPORT, LTD., 129 MARTEN STREET, MONDOVI, WISCONSIN 54755, ATTENTION: DARRELL D. RUBEL, EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER.
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/S/ RANDOLPH L. MARTEN |
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Randolph L. Marten Chairman of the Board and President |
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Marten Transport, Ltd.
This Proxy is solicited by the Board of Directors
The undersigned hereby appoints RANDOLPH L. MARTEN and DARRELL D. RUBEL, and each of them, as Proxies, each with full power of substitution, and hereby authorizes each of them to represent and to vote, as designated on the reverse side, all the shares of Common Stock of Marten Transport, Ltd. held of record by the undersigned on March 22, 2000, at the Annual Meeting of Stockholders to be held on May 9, 2000, and at any adjournments thereof.
-FOLD AND DETACH HERE-
| Please mark your votes as indicated in this example |
/x/ |
| 1. | ELECTION OF DIRECTORS | |||||||||
| FOR all nominees listed to the right |
AGAINST all nominees listed to the right |
(INSTRUCTION: To withhold authority to vote for any individual nominee, strike a line through the nominee's name.) | ||||||||
| (except as marked to the contrary) |
RANDOLPH L. MARTEN THOMAS J. WINKEL |
DARRELL D. RUBEL JERRY M. BAUER |
LARRY B. HAGNESS CHRISTINE K. MARTEN |
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| / / | / / | |||||||||
| 2. | PROPOSAL TO RATIFY THE SELECTION OF ARTHUR ANDERSEN LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2000. | 3. | In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. | |||||||||||||||
| FOR / / |
AGAINST / / |
ABSTAIN / / |
This proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this proxy will be voted for Proposal 2 and for all nominees named in Proposal 1 above. Please sign exactly as name appears below. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person. | |||||||||||||||
| Dated: | , 2000 | |||||||||||||||||
Signature |
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Signature if held jointly |
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| PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. | ||||||||||||||||||
-FOLD AND DETACH HERE-
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