8-K

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, 2022

WERNER ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Nebraska			0-14690	47-0648386
(State or other jurisdiction of incorporation)			(Commission File Number)	(I.R.S. Employer Identification No.)
14507 Frontier Road
Post Office Box 45308
Omaha	,	Nebraska		68145-0308
(Address of principal executive offices)				(Zip Code)

(402) 895-6640

(Registrant’s telephone number, including area code)

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 CFR240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR40.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 Par Value	WERN	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 5.02.    DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

The Nominating and Corporate Governance Committee of Werner Enterprises, Inc. (the "Company") nominated Michelle D. Livingstone as a director candidate. In accordance with the By-Laws of the Company, the Board of Directors (the "Board") voted on May 10, 2022 to appoint Ms. Livingstone as a member of the Company’s Board at the May 10, 2022, Board meeting. In conjunction with the appointment effective May 10, 2022, the Board increased the number of directors from eight to nine. The Board also appointed Ms. Livingstone to serve as a member of the Audit Committee, Nominating and Corporate Governance Committee, and Environmental Social and Governance Committee. Ms. Livingstone will receive the same compensation package as received by other independent members of the Board. This package provides for the following annual amounts: (i) $75,000 cash retainer for Board membership, (ii) restricted stock award valued at $100,000 with time-based vesting over three years, and (iii) cash retainers for committee chairs. Cash compensation is paid in quarterly installments. There are no arrangements or understandings between Ms. Livingstone and any other persons pursuant to which Ms. Livingstone was selected as a director. Ms. Livingstone has not had an interest in any transaction since the beginning of the Company’s last fiscal year, or any currently proposed transaction, that requires disclosure pursuant to Item 404(a) of Regulation S-K.

A copy of the press release issued in connection with this matter is furnished as Exhibit 99.1 to this Form 8-K.

ITEM 5.07.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a)    Annual Meeting Date.

The Annual Meeting of Stockholders of Werner Enterprises, Inc. (the “Company”) was held on May 10, 2022 (the “Annual Meeting”).

(b)    Election of Directors and Other Matters Voted Upon.

At the Annual Meeting, the three proposals stated below were submitted to a vote of the Company's stockholders of record as of March 21, 2022. (Each proposal is described in detail in the Company's definitive proxy statement filed with the SEC on April 1, 2022.)

The final voting results for each proposal are provided below.

Proposal 1. The Company's stockholders elected three Class I directors to each serve on the Company's Board for a three-year term expiring at the 2025 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
Kenneth M. Bird, Ed.D.-Class I	56,020,056	—	2,039,546	4,714,152
Jack A. Holmes-Class I	55,884,511	—	2,175,091	4,714,152
Carmen A. Tapio-Class I	57,430,831	—	628,771	4,714,152

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
55,177,917	2,827,839	53,846	4,714,152

Proposal 3. 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, 2022. Final voting results were as follows:

			Broker
For	Against	Abstained	Non-Votes
61,609,607	1,124,793	39,354	—

ITEM 9.01.    FINANCIAL STATEMENTS AND EXHIBITS

    (d)    Exhibits.

99.1	Press release issued by the registrant on May 12, 2022, "Werner Enterprises Appoints Michelle D. Livingstone to Board of Directors".
101	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).
104	The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.

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 12, 2022	By:	/s/ John J. Steele
		John J. Steele
		Executive Vice President, Treasurer and Chief Financial Officer
Date: May 12, 2022	By:	/s/ James L. Johnson
		James L. Johnson
		Executive Vice President, Chief Accounting Officer and Corporate Secretary

EX-99.1

Exhibit 99.1

Werner Enterprises, Inc.	Contact:	Fred Thayer
14507 Frontier Road P.O. Box 45308		Associate Vice President - Corporate Brand and Communications
Omaha, NE 68145		(402) 895-6640 ext. 100-2065

FOR IMMEDIATE RELEASE

WERNER ENTERPRISES APPOINTS MICHELLE D. LIVINGSTONE

TO BOARD OF DIRECTORS

OMAHA, Neb., May 12, 2022 - Werner Enterprises, Inc. (Nasdaq: WERN), one of the nation’s largest transportation and logistics companies, announced that Michelle D. Livingstone was appointed to the Company’s Board of Directors at the May 10, 2022 Board of Directors meeting. In conjunction with this appointment effective May 10, 2022, the Board of Directors increased the number of directors from eight to nine.

“On behalf of Werner and its Board of Directors, I am excited to welcome Michelle to our team,” said Derek Leathers, Werner’s Chairman, President and CEO. “Michelle’s extensive supply chain and transportation experience, along with her proven success leading environmental and inclusion initiatives, will further strengthen the diversity of thought and expertise of our Board of Directors.”

Livingstone’s addition to the Company’s Board of Directors increases its female board representation to 44 percent and brings its blended gender and diversity rate to56 percent. Livingstone will serve on the Company’s Audit Committee, Nominating and Corporate Governance Committee, and ESG Committee.

Livingstone served as Vice President - Transportation for The Home Depot in Atlanta from 2007-2021. During this time, she was a founding member of the Supply Chain Leadership Team and served on the Environmental Council to drive sustainability efforts. From 2005-2007, Livingstone was Senior Vice President – Transportation for C&S Wholesale Grocers in Keene, New Hampshire and was Vice President – Transportation for J.C. Penney of Plano, Texas from 2002-2005. Livingstone was Senior Director of Supply Chain and Transportation for Kraft Foods of North America, Inc. of Madison, Wisconsin from 1985-2002.

Bringing more than 30 years of transportation and supply chain experience to Werner, Livingstone has served as an officer in a Fortune 50 company for more than 13 years. Recognized as a champion for diversity and inclusion, she served as the VP advisor to the Home Depot internal associate resource groups Women in Supply Chain, Women’s Link, and Velvet Hammers, which support female directors and above.

About Werner Enterprises

Werner Enterprises, Inc. (Nasdaq: WERN) delivers superior truckload transportation and logistics services to customers across the United States, Mexico and Canada. With 2021 revenues of $2.7 billion, an industry-leading modern truck and trailer fleet, over 13,500 talented associates and our innovative Werner EDGE technology, we are an essential solutions provider for customers who value the integrity of their supply chain and require safe and exceptional on-time service. Werner provides Dedicated and One-Way Truckload services as well as Logistics services that include truckload brokerage, freight management, intermodal and final mile. As an industry leader, Werner is deeply committed to promoting sustainability and supporting diversity, equity and inclusion.

XML

Document and Entity Information Document	May 10, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 10, 2022
Entity File Number	0-14690
Entity Registrant Name	WERNER ENTERPRISES, INC.
Entity Central Index Key	0000793074
Amendment Flag	false
Entity Incorporation, State or Country Code	NE
Entity Tax Identification Number	47-0648386
Entity Address, Address Line One	14507 Frontier Road
Entity Address, Address Line Two	Post Office Box 45308
Entity Address, City or Town	Omaha
Entity Address, State or Province	NE
Entity Address, Postal Zip Code	68145-0308
City Area Code	402
Local Phone Number	895-6640
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 Par Value
Trading Symbol	WERN
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false