wern-20210511

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 11, 2021

WERNER ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Nebraska

0-14690

47-0648386

(State or other jurisdiction of
incorporation)

(Commission File Number)

(I.R.S. Employer
Identification No.)

14507 Frontier Road

Post Office Box 45308

Omaha

Nebraska

68145-0308

(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 class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 Par Value

WERN

The 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 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a) Annual Meeting Date.

The Annual Meeting of Stockholders of Werner Enterprises, Inc. (the “Company”) was held on May 11, 2021 (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 22, 2021. (Each proposal is described in detail in the Company's definitive proxy statement filed with the SEC on April 2, 2021.)

The final voting results for each proposal are provided below.

Proposal 1. The Company's stockholders elected three Class III directors to each serve on the Company's Board for a three-year term expiring at the 2024 Annual Meeting of Stockholders and until their respective successors are elected and qualified. In addition, as a result of certain vacancies, the Company's stockholders elected one Class I director to serve for a one-year term expiring at the 2022 Annual Meeting of Stockholders and one Class II director to serve for a two-year term expiring at the 2023 Annual Meeting of Stockholders. Final voting results for the elected directors were as follows:


				Broker
	For	Against	Abstained	Non-Votes
Scott C. Arves-Class III	62,272,499	—	166,601	2,148,966
Vikram Mansharamani-Class III	62,270,831	—	168,269	2,148,966
Alexi A. Wellman-Class III	62,275,573	—	163,527	2,148,966
Carmen A. Tapio-Class I	62,268,745	—	170,355	2,148,966
Derek J. Leathers-Class II	62,224,434	—	214,666	2,148,966

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
60,476,402	1,885,428	77,270	2,148,966

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, 2021. Final voting results were as follows:


			Broker
For	Against	Abstained	Non-Votes
63,272,923	1,258,415	56,728	—

ITEM 8.01. ALL OTHER EVENTS.

On May 11, 2021, the Company’s Board of Directors appointed Derek J. Leathers as Chairman of the Board of Directors and Clarence L. Werner as Chairman Emeritus, a non-voting advisory director position.

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 11, 2021	By:	/s/ John J. Steele
		John J. Steele
		Executive Vice President, Treasurer and Chief Financial Officer

Date: May 11, 2021	By:	/s/ James L. Johnson
		James L. Johnson
		Executive Vice President, Chief Accounting Officer and Corporate Secretary