8-K 1 wern8k112905.txt WERNER ENTERPRISES, INC. 8-K 11/29/05 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): November 29, 2005 ----------------- WERNER ENTERPRISES, INC. (Exact name of registrant as specified in its charter) NEBRASKA 0-14690 47-0648386 (State or other jurisdiction of (Commission File (IRS Employer incorporation) Number) Identification No.) 14507 FRONTIER ROAD POST OFFICE BOX 45308 OMAHA, NEBRASKA 68145 (Address of principal (Zip Code) executive offices) Registrant's telephone number, including area code: (402) 895-6640 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 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On November 29, 2005, the Executive Compensation Committee (the "Committee") of the Board of Directors of Werner Enterprises, Inc. (the "Company") approved increases to the base salaries for certain of the Company's named executive officers. Effective December 9, 2005, the base salaries of the Company's named executive officers will be:
Base Name Title Salary ------------------- ----------------------------------------- -------- Clarence L. Werner Chairman of the Board and Chief Executive Officer $675,000 Gary L. Werner Vice Chairman $355,000 Gregory L. Werner President and Chief Operating Officer $420,000 Daniel H. Cushman Senior Executive Vice President, Chief Marketing and Operational Officer $310,270 Derek J. Leathers Executive Vice President - Van Division and International $244,003
The Committee also approved the following annual discretionary bonuses to be paid on December 1, 2005 to the Company's named executive officers:
Name Title Bonus ------------------- ----------------------------------------- -------- Clarence L. Werner Chairman of the Board and Chief Executive Officer $350,000 Gary L. Werner Vice Chairman $210,000 Gregory L. Werner President and Chief Operating Officer $300,000 Daniel H. Cushman Senior Executive Vice President, Chief Marketing and Operational Officer $215,000 Derek J. Leathers Executive Vice President - Van Division and International $200,000
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: December 2, 2005 By: /s/ John J. Steele ---------------- ------------------------------ John J. Steele Executive Vice President, Treasurer and Chief Financial Officer Date: December 2, 2005 By: /s/ James L. Johnson ---------------- ------------------------------ James L. Johnson Senior Vice President, Controller and Corporate Secretary