Werner Enterprises Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$WERN
Trucking Freight/Courier Services
Industrials
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| , | ||||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
(402 ) 895-6640
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On May 13, 2025, the Board of Directors (the "Board") of Werner Enterprises, Inc. (the "Company"), upon the recommendation of its Nominating and Corporate Governance Committee and in accordance with the Company's By-Laws, appointed M. Gayle Packer to the Board to fill a Class III directorship vacancy. Ms. Packer will serve as a member of the Board's Audit Committee and Environmental Social and Governance (ESG) Committee.
Ms. Packer will receive the same compensation package as received by other independent members of the Board. This package provides for the following annual amounts: (i) $75,000 cash retainer for Board membership, (ii) restricted stock award valued at $100,000 with time-based vesting over three years, and (iii) cash retainers for committee chairs. Cash compensation is paid in quarterly installments.
There are no arrangements or understandings between Ms. Packer and any other persons pursuant to which Ms. Packer was selected as a director. She has not had an interest in any transaction since the beginning of the Company’s last fiscal year, or any currently proposed transaction, that requires disclosure pursuant to Item 404(a) of Regulation S-K.
A copy of the press release issued in connection with this matter is furnished as Exhibit 99.1 to this Form 8-K.
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) Annual Meeting Date.
The Company's Annual Meeting of Stockholders was held on May 13, 2025 (the "Annual Meeting").
(b) Election of Directors and Other Matters Voted Upon.
At the Annual Meeting, the three proposals stated below were submitted to a vote of the Company's stockholders of record as of March 4, 2025. (Each proposal is described in detail in the Company's definitive proxy statement filed with the SEC on March 31, 2025.)
The final voting results for each proposal are provided below.
Proposal 1. The Company's stockholders elected three Class I directors to serve on the Board for a three-year term expiring at the 2028 Annual Meeting of Stockholders. Final voting results were as follows:
| Broker | |||||||||||||||||||||||
| For | Withheld | Abstained | Non-Votes | ||||||||||||||||||||
| Michelle D. Greene | 52,151,869 | 3,349,898 | — | 3,652,447 | |||||||||||||||||||
| Jack A. Holmes | 51,497,273 | 4,004,494 | — | 3,652,447 | |||||||||||||||||||
| Carmen A. Tapio | 46,401,718 | 9,100,049 | — | 3,652,447 | |||||||||||||||||||
Proposal 2. The Company's stockholders approved the advisory resolution on executive compensation. Final voting results were as follows:
| Broker | ||||||||||||||||||||
| For | Against | Abstained | Non-Votes | |||||||||||||||||
| 49,281,522 | 4,486,858 | 1,733,387 | 3,652,447 | |||||||||||||||||
Proposal 3. The Company's stockholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2025. Final voting results were as follows:
| Broker | ||||||||||||||||||||
| For | Against | Abstained | Non-Votes | |||||||||||||||||
| 58,335,231 | 814,231 | 4,752 | — | |||||||||||||||||
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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 hereunto duly authorized.
| WERNER ENTERPRISES, INC. | |||||||||||
Date: May 15, 2025 | By: | /s/ Christopher D. Wikoff | |||||||||
| Christopher D. Wikoff | |||||||||||
| Executive Vice President, Treasurer and Chief Financial Officer | |||||||||||
Date: May 15, 2025 | By: | /s/ James L. Johnson | |||||||||
| James L. Johnson | |||||||||||
| Executive Vice President and Chief Accounting Officer | |||||||||||