-----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, VONVEuvZHPg2+uw/nnkyU10bjBsh6Ana3wmtwdSPMLqhv5W5Ldjd9SXi5CPuqmfi wP8GEWzcjrSKCSW79a7Wxw== 0000793074-10-000041.txt : 20101203 0000793074-10-000041.hdr.sgml : 20101203 20101203144530 ACCESSION NUMBER: 0000793074-10-000041 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20101130 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20101203 DATE AS OF CHANGE: 20101203 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: 101231086 BUSINESS ADDRESS: STREET 1: 14507 FRONTIER ROAD CITY: OMAHA STATE: NE ZIP: 68138 BUSINESS PHONE: 4028956640 MAIL ADDRESS: STREET 1: P.O. BOX 45308 CITY: OMAHA STATE: NE ZIP: 68145 8-K 1 wern8k113010.txt WERNER ENTERPRISES, INC. 8-K 11/30/10 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 30, 2010 ------------------ 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 November 30, 2010, 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, and long- term incentive compensation awards, in the form of restricted stock, to the registrant's principal executive officer, principal financial officer and other named executive officers:
CASH RESTRICTED NAME TITLE BONUS STOCK - ---- ----- ----- ----- Clarence L. Werner Chairman $0 0 Gary L. Werner Vice Chairman $230,000 30,000 Gregory L. Werner President and Chief Executive $350,000 30,000 Officer Derek J. Leathers Senior Executive Vice President $260,000 30,000 and Chief Operating Officer; President of Werner Global Logistics John J. Steele Executive Vice President, $110,000 5,000 Treasurer 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 6, 2010. Such performance-based compensation awards are determined at the sole discretion of the Committee. The restricted stock was awarded in accordance with the Werner Enterprises, Inc. Equity Plan (the "Equity Plan") and is subject to service-based vesting provisions under the Equity Plan and Restricted Stock Award Agreement. The restricted shares will vest annually in five increments of 20% each, beginning three years after the grant date. The awards will become fully vested on November 30, 2017. Such long-term incentive compensation awards are determined at the sole discretion of the Committee. (The Equity Plan comprised Exhibit 99.1 to the registrant's Current Report on Form 8-K dated May 8, 2007, and the form of Restricted Stock Award Agreement comprised Exhibit 10.1 to the registrant's Current Report on Form 8-K dated December 1, 2009. Each exhibit and report was filed with the U.S. Securities and Exchange Commission.) The Committee also approved a $15,000 increase to Mr. Steele's base salary. Effective December 31, 2010, Mr. Steele's base salary will be $225,000 per year. 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 3, 2010 By: /s/ John J. Steele -------------------- ------------------------- John J. Steele Executive Vice President, Treasurer and Chief Financial Officer Date: December 3, 2010 By: /s/ James L. Johnson -------------------- ------------------------- James L. Johnson Executive Vice President, Chief Accounting Officer and Corporate Secretary -----END PRIVACY-ENHANCED MESSAGE-----