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    Werner Enterprises Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

    5/15/25 4:03:10 PM ET
    $WERN
    Trucking Freight/Courier Services
    Industrials
    Get the next $WERN alert in real time by email
    wern-20250513
    0000793074false00007930742025-05-132025-05-13

    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):
    May 13, 2025

    WERNER ENTERPRISES, INC.
    (Exact name of registrant as specified in its charter)

    Nebraska0-1469047-0648386
    (State or other jurisdiction of
    incorporation)
    (Commission File Number)(I.R.S. Employer
    Identification No.)
    14507 Frontier Road 
    Post Office Box 45308
    Omaha,Nebraska68145-0308
    (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:
    ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
    ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
    ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))
    ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR40.13e-4(c))
    Securities registered pursuant to Section 12(b) of the Act:
     Title of each classTrading Symbol(s)Name of each exchange on which registered
    Common Stock, $0.01 Par ValueWERNThe Nasdaq Stock Market LLC
    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
    ForWithheld AbstainedNon-Votes
    Michelle D. Greene52,151,869 3,349,898 — 3,652,447 
    Jack A. Holmes51,497,273 4,004,494 — 3,652,447 
    Carmen A. Tapio46,401,718 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
    ForAgainstAbstainedNon-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
    ForAgainstAbstainedNon-Votes
    58,335,231 814,231 4,752 — 

    ITEM 9.01.    FINANCIAL STATEMENTS AND EXHIBITS

        (d)    Exhibits.

    99.1
    Press release issued by the Company on May 14, 2025, "Werner® Appoints M. Gayle Packer to Board of Directors"
    104Cover 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



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