MARTEN TRANSPORT LTD 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.   In August 2019, our Board of Directors approved and we announced an increase from current availability in our existing share repurchase program providing for the repurchase of up to $34 million, or approximately 1.8 million shares, of our common stock, which was increased by our Board of Directors to 2.7 million shares in August 2020 to reflect the three-for-two stock split effected in the form of a stock dividend on August 13, 2020. On May 3, 2022, our Board of Directors approved and we announced an additional increase from current availability in our existing share repurchase program providing for the repurchase of up to $50.0 million, or approximately 3.1 million shares of our common stock. The share repurchase program allows purchases on the open market or through private transactions in accordance with Rule 10b-18 of the Exchange Act. The timing and extent to which we repurchase shares depends on market conditions and other corporate considerations. The repurchase program does not have an expiration date.   We repurchased and retired 1.3 million shares of common stock for $25.0 million in the first quarter of 2022, and 963,000 shares of common stock for $16.8 million in the second quarter of 2022. We did not repurchase any shares in 2021. As of June 30, 2022, future repurchases of up to $33.2 million, or approximately 2.2 million shares, were available in the share repurchase program.   The following table shows our share repurchase activity during the three months ended June 30, 2022:                                                                                                                     Period   Total Number of Shares Purchased     Average Price Paid per Share     Total Number of Shares Purchased as Part of a Publicly Announced Program     Maximum Dollar Amount of Shares that may yet be Purchased Under the Program (in thousands)   April 1, 2022-                                 April 30, 2022     -     $ -       -     $ 8,403                                     May 1, 2022-                                 May 31, 2022     241,931       16.63       241,931       45,977 (1)                                   June 1, 2022-                                 June 30, 2022     720,902       17.66       720,902       33,247   Total     962,833     $ 17.40       962,833     $ 33,247     (1) The maximum dollar amount was increased on May 3, 2022 to $50.0 million. In May 2022, shares purchased totaled $4.0 million.   25     Item 6. Exhibits.     Item No. Item   Method of Filing 10.30 Named Executive Officer Compensation   Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed May 6, 2022.         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 Quarterly Report on Form 10-Q for the period ended June 30, 2022, filed with the SEC on August 8, 2022, formatted in iXBRL, or Inline eXtensible Business Reporting Language: (i) Consolidated Condensed Balance Sheets, (ii) Consolidated Condensed Statements of Operations, (iii) Consolidated Condensed Statements of Stockholders’ Equity, (iv)  Consolidated Condensed Statements of Cash Flows, and (v) Notes to Consolidated Condensed Financial Statements   Filed with this Report.         104 The cover page from Marten Transport, Ltd.’s Quarterly Report on Form 10-Q for the period ended June 30, 2022, formatted in iXBRL, included in Exhibit 101   Filed with this Report.   26     SIGNATURES   Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.     MARTEN TRANSPORT, LTD.             Dated: August 8, 2022 By: /s/ Timothy M. Kohl     Timothy M. Kohl     Chief Executive Officer     (Principal Executive Officer)             Dated: August 8, 2022 By: /s/ James J. Hinnendael     James J. Hinnendael     Executive Vice President and Chief Financial Officer     (Principal Financial and Accounting Officer)   27