-----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, ISDvt7O9+tkjwCQBr76U92sucTdJiWvKt13Hxoudyp+d6Wqydz5Xty1Jqr265oO3 bHhZcQlsfu4t/DWWNJT1vA== 0000793074-11-000011.txt : 20110218 0000793074-11-000011.hdr.sgml : 20110218 20110218170338 ACCESSION NUMBER: 0000793074-11-000011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110218 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110218 DATE AS OF CHANGE: 20110218 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: 11625271 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 wern8k021811.txt WERNER ENTERPRISES, INC. 8-K 2/18/11 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 18, 2011 ------------------ 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 February 18, 2011, the Board of Directors (the "Board") of Werner Enterprises, Inc. (the "Company") approved several planned management changes described below. Each of these changes will become effective following the Company's annual stockholder meeting that is currently expected to be held on May 10, 2011. Clarence L. (C.L.) Werner, age 73, a named executive officer of the Company, resigned as Chairman and executive officer. He will continue to be employed by the Company as Chairman Emeritus and to serve on the Board. Gary L. Werner, age 53, will become Chairman, moving from his current role as Vice Chairman. Mr. Gary L. Werner intends to continue to serve on the Board. Gregory L. Werner, age 51, will become Vice Chairman and will continue to hold the position of Chief Executive Officer. He will relinquish the title of President. Mr. Gregory L. Werner intends to continue to serve on the Board. Derek J. Leathers, age 41, will become President and will continue to hold the position of Chief Operating Officer. Mr. Leathers has served as the Company's Chief Operating Officer since 2008 and as Senior Executive Vice President and President of Werner Global Logistics since 2006. Mr. Leathers joined the Company in 1999, became an officer of the Company in 2000 and previously served in the following officer positions during his tenure: (i) Vice President - Mexico Division, (ii) Vice President - International, (iii) Senior Vice President - International, (iv) Senior Vice President - Van Division and International, and (v) Executive Vice President - Van Division and International. A copy of the press release announcing these planned changes is furnished as Exhibit 99.1 to this Form 8-K. The press release furnished as Exhibit 99.1 to this Form 8-K may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements are based on information presently available to the registrant's management and are current only as of the date made. Actual results could also differ materially from those anticipated as a result of a number of factors, including, but not limited to, those discussed in the registrant's Annual Report on Form 10-K for the year ended December 31, 2009. For those reasons, undue reliance should not be placed on any forward-looking statement. The registrant assumes no duty or obligation to update or revise any forward-looking statement, although it may do so from time to time as management believes is warranted or as may be required by applicable securities law. Any such updates or revisions may be made by filing reports with the U.S. Securities and Exchange Commission, through the issuance of press releases or by other methods of public disclosure. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits. 99.1 Press release issued by the registrant on February 18, 2011, "Werner Enterprises Announces Planned Management Changes". 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 18, 2011 By: /s/ John J. Steele ------------------- ------------------------------ John J. Steele Executive Vice President, Treasurer and Chief Financial Officer Date: February 18, 2011 By: /s/ James L. Johnson ------------------- ------------------------------ James L. Johnson Executive Vice President, Chief Accounting Officer and Corporate Secretary EX-99.1 2 wernexh99021811.txt WERNER ENTERPRISES, INC. 8-K 2/18/11 Exhibit 99.1 WERNER ENTERPRISES, INC. 14507 Frontier Road P. O. Box 45308 Omaha, Nebraska 68145 FOR IMMEDIATE RELEASE Contact: John J. Steele - --------------------- Executive Vice President, Treasurer and Chief Financial Officer (402) 894-3036 WERNER ENTERPRISES ANNOUNCES PLANNED MANAGEMENT CHANGES Omaha, Nebraska, February 18, 2011: - ---------------------------------- Werner Enterprises, Inc. (Nasdaq: WERN), one of the nation's largest transportation and logistics companies, announced today that the Board of Directors has approved several planned management changes that will become effective following the Company's annual stockholder meeting that is currently expected to be held on May 10, 2011. Clarence L. (C.L.) Werner, 73, will step down from his role as Chairman and will become Chairman Emeritus. Mr. C.L. Werner will continue to serve on the Company's Board of Directors. Gary L. Werner, 53, will become Chairman, moving from his current role as Vice Chairman. Mr. Gary L. Werner intends to continue to serve on the Company's Board of Directors. Mr. Gary L. Werner has more than 30 years of experience with Werner Enterprises. Gregory L. Werner, 51, will become Vice Chairman and will retain his current leadership role as Chief Executive Officer, a position he assumed in February 2007. Mr. Gregory L. Werner also intends to continue to serve on the Company's Board of Directors. Mr. Gregory L. Werner has more than 30 years of experience with Werner Enterprises. Derek J. Leathers, 41, will become President and Chief Operating Officer. Mr. Leathers currently serves as the Company's Chief Operating Officer and President of Werner Global Logistics. Mr. Leathers has more than 20 years of experience in the transportation and logistics industry and 12 years of experience with Werner Enterprises in various executive positions throughout the Company. The breadth and depth of the entire Werner executive management team enable C.L. Werner to reduce his role in 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 nearly $2 billion public company. C.L. Werner, who is the Company's largest shareholder with over 30% ownership of the Company's outstanding shares, will remain involved in managing the Company as a member of the Company's Board of Directors. "Gary, Greg, Derek and I have worked closely together in successfully growing Werner Enterprises for many years. I am extremely confident in their abilities and the abilities of our entire Werner team. Our Company and management team is very well positioned with a rock solid foundation, and they are prepared to take Werner Enterprises to much higher levels and improved performance in the years to come. My health is excellent, and I intend to stay involved as a member of the Company's Board of Directors," said C.L. Werner. Werner Enterprises, Inc. was founded in 1956 and is a premier transportation and logistics company, with coverage throughout North America, Asia, Europe, South America, Africa and Australia. Werner maintains its global headquarters in Omaha, Nebraska and maintains offices in the United States, Canada, Mexico, China and Australia. 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; expedited; temperature-controlled; and flatbed services. Werner's Value Added Services portfolio includes freight management, truck brokerage, intermodal, and international services. International services are provided through Werner's domestic and global subsidiary companies and include ocean, air and ground transportation; freight forwarding; and customs brokerage. Werner Enterprises, Inc.'s common stock trades on The NASDAQ Global Select MarketSM under the symbol "WERN". For further information about Werner, visit the Company's website at www.werner.com. This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements are based on information presently available to the Company's management and are current only as of the date made. Actual results could also differ materially from those anticipated as a result of a number of factors, including, but not limited to, those discussed in the Company's Annual Report on Form 10-K for the year ended December 31, 2009. For those reasons, undue reliance should not be placed on any forward-looking statement. The Company assumes no duty or obligation to update or revise any forward-looking statement, although it may do so from time to time as management believes is warranted or as may be required by applicable securities law. Any such updates or revisions may be made by filing reports with the U.S. Securities and Exchange Commission, through the issuance of press releases or by other methods of public disclosure. -----END PRIVACY-ENHANCED MESSAGE-----