MRTN 10-K Annual Report Dec. 31, 2022 | Alphaminr
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MRTN 10-K Fiscal year ended Dec. 31, 2022

Balance Sheet
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Income Statement
Debt
MARTEN TRANSPORT LTD
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresItem 4A. Information About Our Executive OfficersPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem No. Item Filing MethodItem 16: Form 10-k Summary

Exhibits

3.1 Amended and Restated Certificate of Incorporation effective August 11, 2003 Incorporated by reference to Exhibit 4.1 of the Companys Amendment No. 2 to Registration Statement on Form S-2 (File No. 333-107367). 3.2 Amendment to Amended and Restated Certificate of Incorporation effective May 25, 2005 Incorporated by reference to Exhibit 3.3 of the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2005 (File No. 0-15010). 3.3 Second Amendment to Amended and Restated Certificate of Incorporation effective June 1, 2015 Incorporated by reference to Exhibit 3.4 of the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 0-15010). 3.4 Third Amendment to Amended and Restated Certificate of Incorporation effective May 18, 2018 Incorporated by reference to Exhibit 3.5 of the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 (File No. 0-15010). 3.5 Bylaws of the Company, as amended Incorporated by reference to Exhibit 3.3 of the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2007 (File No. 0-15010). 4.2 Amended and Restated Certificate of Incorporation effective August 11, 2003 See Exhibit 3.1 above. 4.3 Amendment to Amended and Restated Certificate of Incorporation effective May 25, 2005 See Exhibit 3.2 above. 4.4 Second Amendment to Amended and Restated Certificate of Incorporation effective June 1, 2015 See Exhibit 3.3 above. 4.5 Third Amendment to Amended and Restated Certificate of Incorporation effective May 18, 2018 See Exhibit 3.4 above. 4.6 Bylaws of the Company, as amended See Exhibit 3.5 above. 4.7 Description of Companys Common Stock Incorporated by reference to Exhibit 4.7 of the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (File No. 0-15010). 10.1 Marten Transport, Ltd. 2005 Stock Incentive Plan Incorporated by reference to Exhibit 10.18 of the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2005 (File No. 0-15010). 10.2 Credit Agreement, dated as of August 31, 2006, by and among Marten Transport, Ltd., as borrower, the banks party thereto as lenders, and U.S. Bank National Association, as agent for the lenders Incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed September 6, 2006. 10.3 First Amendment to Credit Agreement, effective as of January 1, 2007, by and among Marten Transport, Ltd., as borrower, the banks party thereto as lenders, and U.S. Bank National Association, as agent for the lenders Incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed January 5, 2007. 10.4 Form of Amended and Restated Change in Control Severance Agreement Incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed August 15, 2007. 10.5 Second Amendment to Credit Agreement, effective as of November 30, 2007, by and among Marten Transport, Ltd., as borrower, the banks party thereto as lenders, and U.S. Bank National Association, as agent for the lenders Incorporated by reference to Exhibit 10.14 of the Companys Annual Report on Form 10-K for the year ended December31, 2007 (File No. 0-15010). 10.6 Form of First Amendment to Amended and Restated Change in Control Severance Agreement Incorporated by reference to Exhibit 10.18 of the Companys Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 0-15010). 10.7 Form of Indemnification Agreement Incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed February 22, 2010. 10.8 Amendment to the Marten Transport, Ltd. 2005 Stock Incentive Plan Incorporated by reference to Exhibit 10.17 of the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 (File No. 0-15010). 10.9 Marten Transport, Ltd. Deferred Compensation Plan Incorporated by reference to Exhibit 10.18 of the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 (File No. 0-15010). 10.10 Form of Second Amendment to Amended and Restated Change in Control Agreement Incorporated by Reference to Exhibit 10.2 of the Companys Current Report on Form 8-K filed March 8, 2011. 10.11 Third Amendment to Credit Agreement, dated as of May 27, 2011, by and among Marten Transport, Ltd. as borrower, the banks party thereto as lenders, and U.S. Bank National Association, as agent for the lenders Incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed May 31, 2011. 10.12 Executive Officer Performance Incentive Plan Incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed March 5, 2012. 10.13 Fourth Amendment to Credit Agreement, dated as of December 10, 2012, between Marten Transport, Ltd. as borrower and U.S. Bank National Association Incorporated by reference to Exhibit 10.18 of the Companys Annual Report on Form 10-K for the year ended December 31, 2012 (File No. 0-15010). 10.14 Fifth Amendment to Credit Agreement, dated as of December 22, 2014, by and among Marten Transport, Ltd., as borrower, the banks party thereto as lenders, and U.S. Bank National Association, as agent for the lenders Incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed December 29, 2014. 10.15 Form of Non-Statutory Stock Option Agreement for the 2015 Equity Incentive Plan Incorporated by reference to Exhibit 10.3 of the Companys Current Report on Form 8-K filed May 15, 2015. 10.16 Form of Performance Unit Awards Agreement for the 2015 Equity Incentive Plan Incorporated by reference to Exhibit 10.4 of the Companys Current Report on Form 8-K filed May 15, 2015. 10.17 Marten Transport, Ltd. 2015 Equity Incentive Plan Incorporated by reference to Exhibit 10.21 of the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 0-15010). 10.18 Sixth Amendment to Credit Agreement, dated as of November 4, 2015, by and among Marten Transport, Ltd., as borrower, the banks party thereto as lenders, and U.S. Bank National Association, as agent for the lenders Incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed November 6, 2015. 10.19 Amended and Restated Executive Officer Performance Incentive Plan Incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed December 4, 2015. 10.20 Seventh Amendment to Credit Agreement, dated as of December 6, 2016, by and among Marten Transport, Ltd., as borrower, the banks party thereto as lenders, and U.S. Bank National Association, as agent for the lenders Incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed December 12, 2016. 10.21 Second Amended and Restated Executive Officer Performance Incentive Plan Incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed August 18, 2017. 10.22 Eighth Amendment to Credit Agreement, dated as of August 24, 2018, by and among Marten Transport, Ltd., asborrower, the banks party thereto as lenders, and U.S. Bank National Association, as agent for the lenders Incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed August 28, 2018. 10.23 Marten Transport, Ltd. 2015 Equity Incentive Plan, as amended Incorporated by reference to Exhibit 10.3 of the Companys Current Report on Form 8-K filed May 13, 2019. 10.24 Ninth Amendment to Credit Agreement, dated as of August 13, 2019, by and among Marten Transport, Ltd., as borrower, the banks party thereto as lenders, and U.S. Bank National Association, as agent for the lenders Incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed August 14, 2019. 10.25 Form of Performance Unit Award Agreement for the 2015 Equity Incentive Plan Incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed May 11, 2020. 10.26 Tenth Amendment to Credit Agreement, dated as of November 18, 2020, by and among Marten Transport, Ltd., as borrower, the banks party thereto as lenders, and U.S. Bank National Association, as agent for the lenders Incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed November 18, 2020. 10.27 Eleventh Amendment to Credit Agreement, dated as of August 17, 2021, by and among Marten Transport, Ltd., as borrower, the banks party thereto as lenders, and U.S. Bank National Association, as agent for the lenders Incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed August 20, 2021. 10.28 Twelfth Amendment to Credit Agreement, dated asof March 1, 2022, by and among Marten Transport, Ltd., as borrower, the banks party thereto as lenders, and U.S. Bank National Association, as agent for the lenders Incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed March 2, 2022. 10.29 Named Executive Officer Compensation Incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed May 6, 2022. 10.30 Credit Agreement, dated as of August 16, 2022, by and among Marten Transport, Ltd., as borrower, the banks party thereto, and U.S. Bank National Association, as agent for the banks Incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed August 22, 2022. 23.1 Consent of Grant Thornton LLP Filed with this Report. 31.1 Certification pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, by Timothy M. Kohl, the Registrants Chief Executive Officer (Principal Executive Officer) Filed with this Report. 31.2 Certification pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, by James J. Hinnendael, the Registrants Executive Vice President and Chief Financial Officer (Principal Financial Officer) Filed with this Report. 32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Filed with this Report.