0000793074-11-000024.txt : 20110510 0000793074-11-000024.hdr.sgml : 20110510 20110510170803 ACCESSION NUMBER: 0000793074-11-000024 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110510 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20110510 DATE AS OF CHANGE: 20110510 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: 11829189 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 wern8k051011.txt WERNER ENTERPRISES, INC. 8-K 05/10/11 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): May 10, 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 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. (a) Annual Meeting Date. ------------------- The Annual Meeting of Stockholders of the Company was held on May 10, 2011 (the "Annual Meeting"). (b) Election of Directors and Other Matters Voted Upon. -------------------------------------------------- At the Annual Meeting, the four proposals stated below were submitted to a vote of the Company's stockholders of record as of March 21, 2011. (Each proposal is described in detail in the Company's definitive proxy statement filed with the SEC on March 31, 2011.) The votes on each proposal are provided below. Proposal 1. The Company's stockholders elected three Class II directors to ---------- each serve on the Company's Board for a three-year term expiring at the 2014 Annual Meeting of Stockholders and until their respective successors are elected and qualified. Final voting results for the elected directors were as follows:
Broker For Against Abstained Non-Votes ----------- ----------- ----------- ----------- Gary L. Werner 64,019,315 0 879,576 4,019,138 Gregory L. Werner 64,042,643 0 856,248 4,019,138 Michael L. Steinbach 64,340,890 0 558,001 4,019,138
Proposal 2. The Company's stockholders approved the advisory resolution on ---------- executive compensation. Final voting results were as follows:
Broker For Against Abstained Non-Votes ---------- --------- --------- --------- 62,271,890 879,513 1,747,488 4,019,138
Proposal 3. The Company's stockholders held an advisory vote on the ----------- frequency of future advisory votes on executive compensation and voted to conduct such future advisory votes once every three years. Final voting results were as follows:
Every Every Every Broker Year Two Years Three Years Abstained Non-Votes ---------- ----------- ----------- ----------- ----------- 26,410,935 366,954 36,314,195 1,806,807 4,019,138
In light of the Proposal 3 voting results, the Board determined at its annual meeting held on May 10, 2011 that an advisory resolution on executive compensation will be included in the Company's proxy materials once every three years. Proposal 4. The Company's stockholders ratified the appointment of KPMG ----------- LLP as the Company's independent registered public accounting firm for the year ending December 31, 2011. Final voting results were as follows:
Broker For Against Abstained Non-Votes ---------- ----------- ----------- ----------- 68,729,072 180,837 8,120 0
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: May 10, 2011 By: /s/ John J. Steele ------------------ ------------------------------ John J. Steele Executive Vice President, Treasurer and Chief Financial Officer Date: May 10, 2011 By: /s/ James L. Johnson ------------------ ------------------------------ James L. Johnson Executive Vice President, Chief Accounting Officer and Corporate Secretary