Marten Transport : 2023 – Proxy Statement

Dear Stockholder:

You are cordially invited to attend the 2023 Annual Meeting of Stockholders of Marten Transport, Ltd. The meeting will be held on May 2, 2023, at 2:00 p.m. local time, at the Roger Marten Community Center, 120 South Franklin Street, Mondovi, Wisconsin.

We suggest 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,

Randolph L. Marten

Executive Chairman of the Board

March 15, 2023

MARTEN TRANSPORT, LTD.

129 Marten Street

Mondovi, Wisconsin 54755

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 2, 2023

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TO THE STOCKHOLDERS OF MARTEN TRANSPORT, LTD.:

The Annual Meeting of Stockholders of Marten Transport, Ltd. will be held on May 2, 2023, at 2:00 p.m. local time, at the Roger Marten Community Center, 120 South Franklin Street, Mondovi, Wisconsin, for the following purposes:

1. To elect eight directors to serve for the next year or until their successors are elected and qualified.
2. To consider and hold a vote on an advisory resolution to approve executive compensation.
3. To consider and hold a vote on an advisory resolution to approve the frequency of the advisory approval of executive compensation.
4. To consider and vote on a proposal to ratify the selection of Grant Thornton LLP as our independent public accountants for 2023.
5. To transact other business if 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 6, 2023, will be entitled to vote at the Annual Meeting or any adjournment thereof.

By Order of the Board of Directors

Patrick J. Pazderka

Secretary

March 15, 2023

MARTEN TRANSPORT, LTD.

129 Marten Street

Mondovi, Wisconsin 54755

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PROXY STATEMENT FOR

ANNUAL MEETING OF STOCKHOLDERS

MAY 2, 2023

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INTRODUCTION

The Annual Meeting of Stockholders of Marten Transport, Ltd. will be held on May 2, 2023, at 2:00 p.m. local time, at the Roger Marten Community Center, 120 South Franklin Street, Mondovi, 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 of Marten Transport, Ltd. 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. 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 card and Notice of Meeting to stockholders on or about March 15, 2023.

The terms "we," "us," "our," or the "Company" or similar terms refer to Marten Transport, Ltd.

VOTING OF SHARES

Only holders of common stock of record at the close of business on March 6, 2023 will be entitled to vote at the Annual Meeting. On March 6, 2023, we had 81,152,733 shares of common stock outstanding. For each share of common stock that you own of record at the close of business on March 6, 2023, you are entitled to one vote on each matter voted on at the Annual Meeting. Holders of shares of common stock are not entitled to cumulative voting rights.

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Presence at the Annual Meeting, in person or by proxy, of the holders of a majority of the outstanding shares of common stock on March 6, 2023 (40,576,367 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 proxy 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. If your shares are held in "street name" and you do not indicate how you wish to vote, your broker is permitted to exercise its discretion to vote your shares only on certain "routine" matters. Proposal One - Election of Directors, Proposal Two - Advisory Approval of Executive Compensation and Proposal Three - Advisory Approval of the Frequency of the Advisory Approval of Executive Compensation are not "routine" matters. If you do not direct your broker how to vote on these proposals, your broker may not exercise discretionary voting authority and may not vote your shares on these proposals. This is called a "broker non- vote" and although your shares will be considered to be represented by proxy at the annual meeting for purposes of a quorum, they are not considered to be shares "entitled to vote" at the annual meeting and will not be counted as having been voted on these non-routine matters. The ratification of Grant Thornton LLP is a "routine" matter and your broker is permitted to exercise discretionary voting authority to vote your shares "for" or "against" the proposal in the absence of your instruction.

Assuming a quorum is present at the Annual Meeting, any business, except for the election of directors, that may properly come before the Annual Meeting requires the approval of a majority of the shares voting in person or by proxy on that proposal. With respect to the election of directors, the eight director nominees receiving the greatest number of votes cast for the election of directors will be elected as directors. The advisory votes on executive compensation and the frequency of the advisory approval of executive compensation are non-binding; provided, however, our Compensation Committee and Board expect to take into account the outcome of the votes when considering future executive compensation decisions.

You may vote for or against a proposal or may abstain from voting on a proposal. Shares voted as abstaining on a proposal will have the effect of a vote against the proposal. You may vote for all nominees for director or withhold authority to vote for all or certain nominees but you do not have the choice to abstain. Votes withheld from the election of director nominees, therefore, will be excluded entirely from such vote and will have no effect. Broker non-votes on the proposal for the election of directors and the advisory votes on executive compensation and the frequency of the advisory approval of executive compensation will be treated as shares not entitled to vote on such proposals and, therefore, will not be counted as voted shares. A broker may exercise discretion and may vote shares that are not directed how to vote on the ratification of Grant Thornton LLP as our independent public accountants.

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 each of the proposals or in favor of management's recommendation for a proposal, as appropriate. 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.

ELECTION OF DIRECTORS

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 Nominating/Corporate Governance Committee has recommended to our Board of Directors that the eight persons listed below be nominated for election at the Annual Meeting and our Board has nominated the eight 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. Each of the nominees are members of the present Board of Directors, and each was elected at last year's Annual Meeting of Stockholders, except for Patricia L. Jones, who was appointed to the Board effective as of March 15, 2023. Ms. Jones was appointed as part of a Board succession process and was recommended by a third-party human resources consulting firm.

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The Board recommends a vote FOR the election of each of the nominees listed below. The eight 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 recommended by the Nominating/Corporate Governance Committee and 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 chart and paragraphs provide information as of the date of this proxy statement about each nominee. The information presented includes information each director has given us about his or her age as of March 15, 2023, all positions currently held, principal occupation and business experience for the past five years, and the names of other publicly- held companies of which such director currently serves as a director or has served as a director during the past five years. In addition to the information presented below regarding each nominee's specific experience, qualifications, attributes and skills that led our Board to the conclusion that he or she should serve as a director, we also believe that all of our director nominees display personal and professional integrity; broad-based business acumen; a high level of understanding of our business and the transportation industry; strategic thinking and a willingness to share ideas; and have a diversity of experiences, expertise and background.

Name of Nominee	Age	Principal Occupation	Director Since
Randolph L. Marten	70	Our Executive Chairman of the Board	1980
Larry B. Hagness	73	Chief Executive Officer of Durand Builders Service, Inc.	1991
		Durand, Wisconsin
Thomas J. Winkel	80	Management Consultant	1994
		Pewaukee, Wisconsin
Jerry M. Bauer	71	Chairman of the Board and Chief Executive Officer of Bauer Built, Inc.	1997
		Durand, Wisconsin
Robert L. Demorest	77	Business Consultant and Retired President, Chief Executive Officer and	2007
		Chairman of the Board of MOCON, Inc.
		Minneapolis, Minnesota
Ronald R. Booth	72	Retired Partner, KPMG LLP	2015
		Dellwood, Minnesota
Kathleen P. Iverson	66	Retired President, Chief Executive Officer and Chairman of the Board of	2020
		CyberOptics Corporation
		Chanhassen, Minnesota
Patricia L. Jones	60	Founder and Chief Executive Officer of Culture Circus LLC	2023
		Minneapolis, Minnesota

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 and our Executive Chairman of the Board since May 2021. Mr. Marten also served as our Chairman of the Board from August 1993 to May 2021, our Chief Executive Officer from January 2005 to May 2021, our President from June 1986 to June 2008, our Chief Operating Officer from June 1986 to August 1998 and as a Vice President from October 1980 to June 1986. We believe Mr. Marten's qualifications to sit on our Board of Directors include his four decades of experience in the trucking industry, including 42 years as an executive officer.

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