-----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, I4NgkbgHPP+UAHkGWbPtLowui1s1tP09ne1gq73S2DbbBljPjJvqAudLy2ck0Mk8 1z3r2MCk2hG8Q825Dva3qA== 0000793074-08-000162.txt : 20081205 0000793074-08-000162.hdr.sgml : 20081205 20081205161621 ACCESSION NUMBER: 0000793074-08-000162 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20081202 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20081205 DATE AS OF CHANGE: 20081205 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: 081233075 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 wern8k120208.txt WERNER ENTERPRISES, INC. 8-K 12/02/08 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): December 2, 2008 ----------------- 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. (e) Compensatory Arrangements of Certain Officers. --------------------------------------------- On December 2, 2008, the Compensation Committee (the "Committee") of the Board of Directors of the registrant approved the following performance- based compensation awards, in the form of annual cash bonuses, to the registrant's principal executive officer, principal financial officer and other named executive officers:
NAME TITLE CASH BONUS - ---- ----- ---------- Clarence L. Werner Chairman of the Board $350,000 Gary L. Werner Vice Chairman $230,000 Gregory L. Werner President and Chief Executive Officer $350,000 John J. Steele Executive Vice President, Treasurer $100,000 and Chief Financial Officer
The annual cash bonuses were awarded under the registrant's discretionary annual cash bonus program and will be paid on December 8, 2008. Such performance-based compensation awards are determined at the sole discretion of the Committee. 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, 2008 By: /s/ John J. Steele ----------------- ------------------------------ John J. Steele Executive Vice President, Treasurer and Chief Financial Officer Date: December 5, 2008 By: /s/ James L. Johnson ----------------- ------------------------------ James L. Johnson Senior Vice President, Controller and Corporate Secretary -----END PRIVACY-ENHANCED MESSAGE-----