-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TLKE5z00zNgbE9fs3PKR59d6xXMe/ZjXGjsKhr9kWmbQf0IaX64hV+kYqALOXvER bM1IPDAVUBdjUjb2WQHWZw== 0000793074-07-000008.txt : 20070209 0000793074-07-000008.hdr.sgml : 20070209 20070209125146 ACCESSION NUMBER: 0000793074-07-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070208 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070209 DATE AS OF CHANGE: 20070209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WERNER ENTERPRISES INC CENTRAL INDEX KEY: 0000793074 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 470648386 STATE OF INCORPORATION: NE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14690 FILM NUMBER: 07596677 BUSINESS ADDRESS: STREET 1: 14507 FRONTIER ROAD STREET 2: P O BOX 45308 CITY: OMAHA STATE: NE ZIP: 68145 BUSINESS PHONE: 4028956640 8-K 1 wern8k020807.txt WERNER ENTERPRISES, INC. 8K 2/9/07 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): February 8, 2007 -------------------- 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 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. (b) On February 8, 2007, Clarence L. Werner resigned as the Chief Executive Officer of Werner Enterprises, Inc. (the "Company"). Clarence L. Werner will continue to serve as a director and as the Chairman of the Company's Board of Directors (the "Board"), an officer position, and will continue to be closely involved in the Company's business. (c) On February 8, 2007, the Board named Gregory L. Werner the Company's Chief Executive Officer. He will also continue to hold the position of President. Gregory L. Werner, age 47, has been employed by the Company in various capacities since 1977. He became an officer of the Company in 1984 and was elected to the Board in 1994. Gregory L. Werner has served as the Company's President since April 1997 and assumed the duties of Chief Operating Officer in 1999. In connection with the promotion and additional responsibilities, his base salary has been established at $720,000 per year, effective February 9, 2007. Gregory L. Werner is the son of Clarence L. Werner, Chairman of the Board, and the brother of Gary L. Werner, Vice Chairman. A copy of the news release issued in connection with these matters is included as an exhibit to this Form 8-K. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibit 99.1 News release issued by the registrant on February 8, 2007. 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: February 9, 2007 By: /s/ John J. Steele -------------------- ------------------------------ John J. Steele Executive Vice President, Treasurer and Chief Financial Officer Date: February 9, 2007 By: /s/ James L. Johnson -------------------- ------------------------------ James L. Johnson Senior Vice President, Controller and Corporate Secretary EX-99.1 2 ceo20807.txt WERNER ENTERPRISES, INC. 8K 2/9/07 EXHIBIT 99.1 WERNER ENTERPRISES, INC. 14507 Frontier Road P. O. Box 45308 Omaha, Nebraska 68145 FOR IMMEDIATE RELEASE Contacts: John J. Steele - --------------------- Executive Vice President and Chief Financial Officer (402) 894-3036 Robert E. Synowicki, Jr. Executive Vice President and Chief Information Officer (402) 894-3000 WERNER ENTERPRISES ANNOUNCES PROMOTION OF GREG WERNER TO CHIEF EXECUTIVE OFFICER Omaha, Nebraska, February 8, 2007: - --------------------------------- Werner Enterprises, Inc. (Nasdaq: WERN), one of the nation's largest truckload transportation and logistics companies, today announced the promotion of Gregory L. Werner to Chief Executive Officer. He will continue to hold the position of President, which he has held since 1997. Greg Werner, 47, joined the Company in 1977 when Werner Enterprises had 100 trucks. Greg learned the family business from the ground up as an equipment maintenance mechanic, dispatcher, load planner, driver recruiter, and treasurer. As the Company's fleet grew rapidly in the 1980's, Greg assumed the critical role of Vice President of Maintenance, using his expert knowledge of trucks and trailers to keep our fleet operating at a high level. In 1993, Greg also assumed responsibility for the Company's Management Information Systems. Under his direction, Werner's computer systems development, capacity, and redundancy were greatly enhanced and expanded. In 1994, Greg was elected to the Company's Board of Directors. In 1997, when the Company had 5,000 trucks and $700 million of annual revenues, Greg became the Company's President. Greg added the responsibility of Chief Operating Officer in 1999. Over the last ten years, under Greg's leadership and direction and with the help of a strong management team and the guidance of his father Clarence L. (C.L.) Werner, Werner Enterprises expanded the fleet to 9,000 trucks, tripled revenues to $2.1 billion with earnings of nearly $100 million, built a world class logistics business, and maintained a strong balance sheet. Greg Werner will succeed C.L. Werner as CEO. The position of Chief Operating Officer will not be replaced. Greg will continue to rely on the 30 plus years of valuable experience and guidance of his brother, Gary L. Werner, 49, who will remain as the Company's Vice Chairman. Gary joined the Company in 1976 and was promoted to the Company's General Manager in 1980. Gary was elected to the Company's Board of Directors when it was formed in 1982. Gary became Vice President in 1982, was promoted to President in 1984, and was President when the Company went public in 1986 with a fleet of 600 trucks. Under Gary's leadership, Werner Enterprises grew to 5,000 trucks, an over 700% increase, before Greg became President in 1997. Gary, in his role as Vice Chairman, will continue to actively direct the Company's purchasing of revenue equipment and strategic planning. The breadth and depth of the entire Werner executive management team enable C.L. Werner to step down as CEO of the Company he started in 1956 as a sole proprietor. C.L. was the Company's first driver and built the Company from a one-man, one-truck operation into a $2 billion public company. C.L. Werner, 69, who is the Company's largest shareholder with approximately 30% ownership of the Company's outstanding shares, will remain an active Chairman of the Board, an officer position he assumed in 1984. "Greg, Gary and I have worked closely together growing Werner Enterprises for the last 30 years", said C.L. Werner. "Other than 50 years ago, this has never been a one-man operation. Early on I recognized the need to identify and develop a talented management team to aid in the Company's long-term growth and success. I am extremely confident of Greg's and Gary's abilities and our entire Werner team. My health is excellent, and I intend to stay closely involved in the Company's business, including spending more time on the road visiting our drivers, terminals, and international operations." "I would like to thank my father for the outstanding training and guidance he has provided me, including my last 30 years at Werner Enterprises," said Greg Werner, who is a 5% shareholder of the Company. "He taught me the importance of a strong work ethic; he gave me the opportunity and freedom to develop my talents; and he supported me with a strong management team. I am very grateful for this opportunity. We plan to continue to take Werner Enterprises to the next level, building on the rock solid foundation produced over the last 50 years. With the support of our outstanding drivers, owner-operators, non-driver employees, customers, vendors, and shareholders, I am confident that Werner Enterprises is well positioned for future continued success," said Greg Werner. Werner Enterprises, Inc. was founded in 1956 and is a premier transportation and logistics company, with coverage throughout the United States, Canada, Mexico and China. Werner maintains its global headquarters in Omaha, Nebraska with offices throughout North America and China. Werner is among the five largest truckload carriers in the United States, with a diversified portfolio of transportation services that includes dedicated, medium-to-long-haul, regional and local van capacity, expedited, temperature-controlled, and flatbed. Werner's Value Added Services portfolio includes freight management, truck brokerage, intermodal, load/mode and network optimization and freight forwarding. Werner is a licensed NVOCC and U.S. Customs Broker. Werner Enterprises' common stock is traded on The Nasdaq Stock Market under the symbol WERN. The Werner website address is www.werner.com. Note: This press release contains forward-looking statements, which are based on information currently available. Actual results could differ materially from those anticipated as a result of a number of factors, including, but not limited to, those discussed in Item 1A of the Company's Annual Report on Form 10-K for the year ended December 31, 2005. The Company assumes no obligation to update any forward-looking statement to the extent it becomes aware that it will not be achieved for any reason. -----END PRIVACY-ENHANCED MESSAGE-----