MARTEN TRANSPORT LTD 10-K

ITEM 9A. CONTROLS AND PROCEDURES   As required by Rule 13a-15 under the Securities Exchange Act of 1934 (“Exchange Act”), we have carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this report. This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and our Executive Vice President and Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and our Executive Vice President and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2021. There were no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting. We intend to periodically evaluate our disclosure controls and procedures as required by the Exchange Act Rules.   We have included Management’s Annual Report on Internal Control Over Financial Reporting in Item 8 above.   ITEM 9B. OTHER INFORMATION   None.   49     PART III   ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE   A. Directors of the Registrant .   The information in the “Election of Directors--Information About Nominees” and “Election of Directors--Other Information About Nominees” sections of our 2022 Proxy Statement is incorporated in this Report by reference.   B. Executive Officers of the Registrant .   Information about our executive officers is included in this Report under Item 4A, “Information About our Executive Officers.”   C. Procedure for Director Nominations by Security Holders .   There have been no material changes to the procedures by which security holders may recommend nominees to our board of directors.   D. Audit Committee Financial Expert .   The information in the “Election of Directors—Board and Board Committees” section of our 2022 Proxy Statement is incorporated in this Report by reference.   E. Identification of the Audit Committee .   The information in the “Election of Directors—Board and Board Committees” section of our 2022 Proxy Statement is incorporated in this Report by reference.   F. Code of Ethics for Senior Financial Management .   Our Code of Ethics for Senior Financial Management applies to all of our executive officers, including our principal executive officer, principal financial officer and controller, and meets the requirements of the Securities and Exchange Commission. We have posted our Code of Ethics for Senior Financial Management on our website at www.marten.com . We intend to disclose any amendments to and any waivers from a provision of our Code of Ethics for Senior Financial Management on our website within five business days following such amendment or waiver.   ITEM 11. EXECUTIVE COMPENSATION   The information in the “Election of Directors--Director Compensation,” “Compensation and Other Benefits” and “Compensation Discussion and Analysis” sections of our 2022 Proxy Statement is incorporated in this Report by reference.   ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS   The information in the “Security Ownership of Certain Beneficial Owners and Management” and “Compensation and Other Benefits--Equity Compensation Plan Information” sections of our 2022 Proxy Statement is incorporated in this Report by reference.   ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE   The information in the “Related Party Transactions” and “Election of Directors--Board and Board Committees” sections of our 2022 Proxy Statement is incorporated in this Report by reference.   ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES   The information in the “Fees of Independent Auditors” section of our 2022 Proxy Statement is incorporated in this Report by reference.   50     PART IV   ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES   (a) 1. Financial Statements  (See Part II, Item 8 of this Report): Page             Management’s Annual Report on Internal Control Over Financial Reporting 27             Reports of Independent Registered Public Accounting Firm (PCAOB ID Number 248 ) 28             Consolidated Balance Sheets as of December 31, 2021 and 2020 31             Consolidated Statements of Operations for the years ended December 31, 2021, 2020 and 2019 32             Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2021, 2020 and 2019 33             Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019 34             Notes to Consolidated Financial Statements 35           2. Financial Statement Schedules  (Consolidated Financial Statement   Schedule Included in Part IV of this Report):               Schedule II – Valuation and Qualifying Accounts and Reserves 57             Schedules not listed above have been omitted as the required information is inapplicable or the information is presented in the consolidated financial statements or related notes.   51       3. Exhibits:           The exhibits to this Report are listed below. A copy of any of the exhibits listed will be sent at a reasonable cost to any shareholder as of March 7, 2022. Requests should be sent to James J. Hinnendael, Executive Vice President and Chief Financial Officer, at our corporate headquarters. The following exhibits are filed with or incorporated by reference into this Annual Report on Form 10-K:   Item No.   Item   Filing Method           3.1   Amended and Restated Certificate of Incorporation effective August 11, 2003   Incorporated by reference to Exhibit 4.1 of the Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 (File No. 0-15010).           4.1   Specimen form of the Company’s Common Stock Certificate   Incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-1 (File No. 33-8108). (Filed on paper – hyperlink is not required pursuant to Rule 105 of Regulation S-T).           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 Company’s Common Stock   Incorporated by reference to Exhibit 4.7 of the Company’s 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 Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005 (File No. 0-15010).   52     Item No.   Item   Filing Method           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 Company’s 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 Company’s 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 Company’s 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 Company’s Annual Report on Form 10-K for the year ended December 31, 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s Current Report on Form 8-K filed March 5, 2012.   53     Item No.   Item   Filing Method           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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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., 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 Company’s 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 Company’s Current Report on Form 8-K filed May 13, 2019.   54     Item No.   Item   Filing Method           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 Company’s 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 Company’s 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 Company’s Current Report on Form 8-K filed November 18, 2020.           10.27   Named Executive Officer Compensation   Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed May 10, 2021.           10.28   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 Company’s Current Report on Form 8-K filed August 20, 2021.           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 Registrant’s 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 Registrant’s 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.           101   The following financial information from Marten Transport, Ltd.’s Annual Report on Form 10-K for the period ended December 31, 2021, filed with the SEC on February 28, 2022, formatted in iXBRL, or Inline eXtensible Business Reporting Language: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Stockholders’ Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements   Filed with this Report.           104   The cover page from Marten Transport, Ltd.’s Annual Report on Form 10-K for the period ended December 31, 2021, formatted as Inline XBRL, included in Exhibit 101   Filed with this Report.   ITEM 16: FORM 10-K SUMMARY   None.     55     SIGNATURES   Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Marten Transport, Ltd., the Registrant, has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.   Dated: February 28, 2022 MARTEN TRANSPORT, LTD.           By  /s/ Timothy M. Kohl   Timothy M. Kohl   Chief Executive Officer (Principal Executive Officer)   Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below on February 28, 2022, by the following persons on behalf of the Registrant and in the capacities indicated.   Signature Title         /s/ Randolph L. Marten Executive Chairman of the Board and Director Randolph L. Marten           /s/ James J. Hinnendael Executive Vice President and Chief Financial James J. Hinnendael Officer (Principal Financial and Accounting Officer)         /s/ Larry B. Hagness Director Larry B. Hagness           /s/ Thomas J. Winkel Director Thomas J. Winkel           /s/ Jerry M. Bauer Director Jerry M. Bauer           /s/ Robert L. Demorest Director Robert L. Demorest           /s/ Ronald R. Booth Director Ronald R. Booth           /s/ Kathleen P. Iverson Director Kathleen P. Iverson     56     SCHEDULE II MARTEN TRANSPORT, LTD.   Valuation and Qualifying Accounts and Reserves (In thousands)       Balance at     Charged to                         Beginning of     Costs and               Balance at   Description   Year     Expenses     Deductions       End of Year   Insurance and claims accruals:                                   Year ended December 31, 2021   $ 39,595     $ 55,342     $ (52,923 ) (1)   $ 42,014   Year ended December 31, 2020     31,729       64,276       (56,410 ) (1)     39,595   Year ended December 31, 2019     28,103       56,075       (52,449 ) (1)     31,729                                                                           Allowance for doubtful accounts:                                   Year ended December 31, 2021     348       -       -   (2)     348   Year ended December 31, 2020     382       220       (254 ) (2)     348   Year ended December 31, 2019     348       65       (31 ) (2)     382     (1) Claims payments (2) Write-off of bad debts, net of recoveries   See report of independent registered public accounting firm.   57