AGM 2020

May 5, 2020

Hello and welcome to the twenty twenty Annual Meeting of Stockholders of Martin Transport Limited. Please note that today's meeting is being recorded. During the meeting we'll have a discussion period. You can submit questions or comments at any time by clicking the message icon, typing it into the ask a question field on your screen and clicking submit. It is now my pleasure to turn today's meeting over to Randy Martin, Chairman of the Board and Chief Executive Officer of Martin Transport Limited. Mr. Martin, the floor is yours. Thank you very much. I would like to call to order the twenty twenty Annual Meeting of the Stockholders of Martin Transport Limited to order. I am Randy Martin, Chairman of the Board and CEO of the company, and I'll act as Chairman of the meeting. Also present today are Larry Hagness Tom Winkle Jerry Bauer Robert Demerest Ronald Booth and Kathleen Iverson, who are directors as well as Jim Hinnedale, the company's CFO Pat Pazdurka of the Fox Rothschild Law Firm as legal counsel of the company is also President and Mr. Pazdurka will act as Secretary of the meeting. You are participating in this meeting virtually. Stockholders may submit questions at any time during the meeting as noted by the operator. During the annual meeting, questions from stockholders pertaining to the proposals will be addressed at the time of such proposal. Questions from stockholders regarding other matters will be addressed at the end of the meeting. Instructions for voting were provided in our April 9 press release and corresponding filing with the SEC. If you are a stockholder as of the close of business on 03/09/2020, the record date for our meeting and have your control number, you may vote during the annual meeting by following the instructions available on the meeting website during the meeting. For registered stockholders, the control number can be found on your proxy card or notice. If you hold your shares through an intermediary such as a bank or broker, you would have needed to register in advance to attend and vote at the annual meeting as a stockholder. Let's proceed. We have duly sent a notice of this meeting along with a proxy statement, proxy card and annual report to our stockholders as of 03/09/2020, the record date for this meeting. A list of our stockholders as of the record date was prepared and certified by Computershare, our registrar and transfer agent. The list is here and open for inspection. Pat Pastorica has been appointed as Inspector of the Elections. He has been duly sworn and will place the Oath of Office in the corporate record books. The number of shares of common stock outstanding entitled to vote as of the close of business on 03/09/2020 was 54,840,615, Majority 27,420,308 is required for a quorum. 53,191,407 shares or approximately 97% of the outstanding shares entitled to vote are represented at this meeting in person or by proxy. Therefore, we have a quorum to conduct business. The first matter to be voted on is the election of seven directors: Larry Hagness, Tom Winkle, Jerry Bauer, Robert Demerest, Ronald Booth, Kathleen Iverson and I have been nominated to serve as directors for terms expiring at our twenty twenty one annual meeting of stockholders until their successors are duly elected and qualified. Background information concerning the nominees is in the proxy statement. Is there a formal motion to nominate these seven individuals? I so nominate. Is there a second? I second. It has been moved and seconded. To simplify proceed to the remaining items of business and do our voting at one time after all items of business have been considered. Second item of business to be considered by the stockholders is the advisory resolution to approve the compensation of the company's named executive officers. Is there a motion to bring the approval of the advisory nonbinding resolution to a vote of the shareholders? I so move. Is there a second? I second. It has been moved and seconded. There has been no comment or questions regarding this item of business. As such, the matter will be presented for a single advisory nonbinding vote. Finally, we will consider the ratification of the selection of independent public accountants for 2020. The proxy statement indicates that Grant Thornton LLP has been selected by the Audit Committee of the Board of Directors to make an examination of the accounts of the company for the fiscal year ending December 2020 and perform any other appropriate accounting services. Adam Erickson of Grant Thornton LLP is here with us today. Mr. Erickson will be available to answer your questions during the question and answer period. Is there a motion to ratify this selection? I so move. Is there a second? I second. It has been moved and seconded. There has been no comments or questions submitted regarding this item of business. As such, the matter will be presented for a single vote. Is there any other business that the stockholders wish to present for further consideration at this time? Well, let's proceed with the voting. I assume everybody has voted by proxy, but if anybody needs to vote, please do so now. Polls are now closed. We'll provide you with the final calendar before the close of the meeting. While we are waiting for the final tabulation, Jim and myself will address any questions that have been submitted. I've been notified that at this moment in time no questions have been submitted so that will complete our formal program. The report of the inspector shows each of the seven nominees for director have been selected as director for terms pardon me, elected as director for terms expiring our twenty twenty one annual meeting of stockholders or until their successors are duly elected and qualified. Each nominee received at least 88.6% of all votes cast at the meeting and at least 83% of all shares entitled to vote at this meeting. The company records indicate that at least 99.3% of all votes cast at this meeting and at least 93% of all shares entitled to vote at this meeting have voted in favor of the advisory resolution to approve the executive compensation. Collection of Grant Thornton LLP as our independent public accountants has been ratified by the affirmative vote of 53,045,185 shares, which is more than a majority of the shares voting on that proposal. I will now entertain a motion for adjournment. I move that the meeting be adjourned. Is there a second? I second the motion. All those in favor say aye. Aye. All those opposed? The ayes have it. Thank you very much for attending the virtual annual meeting of Martin Transport Ltd.