-----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, SdCvPIY8AlofDKHJxVGnCxtYzbKtmPJ0JGMrmK/OKv/SujXjm1RyPP5FW5uX61ry oPYRuCPtrpPZ2HreLlwiYg== 0000793074-07-000190.txt : 20071205 0000793074-07-000190.hdr.sgml : 20071205 20071205164004 ACCESSION NUMBER: 0000793074-07-000190 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071203 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: 20071205 DATE AS OF CHANGE: 20071205 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: 071287078 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 wern8k120307.txt WERNER ENTERPRISES, INC. 8K 12/3/07 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): November 29, 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. On November 29, 2007, the Compensation Committee (the "Committee") of the Board of Directors of Werner Enterprises, Inc. (the "Company") approved the following incentive compensation awards, in the form of annual cash bonuses and options to purchase shares of the Company's common stock, to the Company's principal executive officer, principal financial officer, and other named executive officers.
Cash Stock Name Title Bonus Options - ------------------ --------------------------------- -------- ------- Clarence L. Werner Chairman of the Board $350,000 0 Gary L. Werner Vice Chairman $230,000 0 Gregory L. Werner President and Chief Executive Officer $350,000 0 Daniel H. Cushman Senior Executive Vice President and Chief Marketing Officer $245,000 25,000 John J. Steele Executive Vice President, Treasurer and Chief Financial Officer $80,000 15,000
The annual cash bonuses, paid on December 3, 2007, were awarded under the Company's discretionary bonus program. The options to purchase shares of the Company's common stock were awarded in accordance with the provisions of the Werner Enterprises, Inc. Equity Plan. The non-qualified stock options have an exercise price equal to $17.18 (the closing price of the Company's common stock on the date of grant) and become exercisable in the following percentages at the specified number of months from grant date: 15% at 24 months; 20% each at 36, 48, and 60 months; and 25% at 72 months. The stock options will expire on November 30, 2017. The notice of grant pursuant to which the Company makes awards of non-qualified stock options is included as an exhibit to this Form 8-K. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibit 10.1 Form of Notice of Grant of Nonqualified Stock Option. 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 5, 2007 By: /s/ John J. Steele ---------------- ------------------------------ John J. Steele Executive Vice President, Treasurer and Chief Financial Officer Date: December 5, 2007 By: /s/ James L. Johnson ---------------- ------------------------------ James L. Johnson Senior Vice President, Controller and Corporate Secretary EX-99.1 2 wernexh99120307.txt WERNER ENTERPRISES, INC. 8K 12/3/07 Exhibit 10.1 [LETTERHEAD OF WERNER ENTERPRISES, INC.] Notice of Grant of Nonqualified Stock Option -------------------------------------------- Date - ---- Recipient Name - -------------- At the direction of the Compensation Committee of the Board of Directors (the Committee) of Werner Enterprises, Inc., you are hereby notified that the Committee has granted to you an option, pursuant to the Werner Enterprises, Inc. Equity Plan (the Plan) adopted by the Company on May 12, 1987, ratified and approved by the Stockholders of the Company on June 9, 1987, as amended on May 3, 1994, February 8, 2000, May 9, 2000, February 25, 2003, May 11, 2004, and March 15, 2007. The option granted to you is to purchase ______ shares of the $.01 par value common stock of the Company at the price of $____ per share. The date of grant of this option is the date of this notice, and it is the determination of the Committee that on this date the fair market value of the Company's common stock was $____ per share. The Committee has established the following limitations upon the exercise of this stock option granted to you: - ____% of the option may be exercised after the expiration of ____ months from the date of this grant; - an additional ____% of this option may be exercised after the expiration of ____ months from the date of this grant; - an additional ____% of the option may be exercised after the expiration of ____ months from the date of this grant; - an additional ____% of the option may be exercised after the expiration of ____ months from the date of this grant; - an additional ____% of the option may be exercised after the expiration of ____ months from the date of this grant. (i.e. all options shall be exercisable after the expiration of ____ years from the date of this grant.) I enclose a copy of the Plan governing the option granted to you, and your attention is directed to all the --------------------------------------- provisions of the Plan. You will observe that the Plan does - ---------------------- not require that you exercise this option as to any particular number of shares at one time, but this option must be exercised, if at all and to the extent exercised, by no later than ten years and one day from the date of this - ------------------------------------------------------------ grant. You should also note that your option may be - ----- exercisable only by you at any time during your lifetime and that termination of your employment will affect your rights to exercise options. Also, your option is nontransferable otherwise than as may be occasioned by your death and then only according to the terms of your will or by the laws of descent and distribution. At the time or times when you wish to exercise this option, in part or in whole, please refer to the provisions of the Plan and the above limitations dealing with methods and formalities of exercise of your option. RECIPIENT: WERNER ENTERPRISES, INC. ___________________________ By __________________________ Recipient Name Name - -------------- ---- Title ----- ___________________________ Date PLEASE SIGN AND RETURN BOTH PAGES OF THE ORIGINAL OF THIS - --------------------------------------------------------- NOTICE IMMEDIATELY TO: - --------------------- RICHARD S. REISER Executive Vice-President & General Counsel Retain the copy of this notice and the Werner Enterprises, Inc. Equity Plan for your records. -----END PRIVACY-ENHANCED MESSAGE-----