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):

November 3, 2023

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

On November 3, 2023, Kenneth M. Bird, Ed.D., Director, gave notice of his decision to retire from the Board of Directors (the “Board”) of Werner Enterprises, Inc. (the “Company”), effective November 6, 2023. Dr. Bird’s decision to retire does not relate to any disagreement with the Company, its management or the Board on any matter relating to the Company’s operations, policies or practices.

The Nominating and Corporate Governance Committee nominated Michelle D. Greene as a director candidate. In accordance with the By-Laws of the Company, the Board voted to appoint Ms. Greene as a member of the Company’s Board on November 6, 2023 to fill the Class I directorship vacancy created by Dr. Bird’s retirement. The Board also appointed Ms. Greene to serve as a member of the Audit Committee and the Environmental Social and Governance Committee. Ms. Greene 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, and the restricted stock award is prorated in the year appointed to the Board. There are no arrangements or understandings between Ms. Greene and any other persons pursuant to which Ms. Greene was selected as a director. Ms. Greene 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 9.01.     FINANCIAL STATEMENTS AND EXHIBITS.

    (d)    Exhibits.

99.1 Press release issued by the registrant on November 6, 2023, “Werner Appoints Michelle D. Greene to Board of Directors”.

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: November 6, 2023	By:	/s/ Christopher D. Wikoff
		Christopher D. Wikoff
		Executive Vice President, Treasurer and Chief Financial Officer
Date: November 6, 2023	By:	/s/ James L. Johnson
		James L. Johnson
		Executive Vice President and Chief Accounting Officer

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

WERNER APPOINTS MICHELLE D. GREENE TO BOARD OF DIRECTORS

OMAHA, Neb., November 6, 2023 — Werner Enterprises (Nasdaq: WERN), a premier transportation and logistics provider, announces today that Michelle D. Greene was appointed to the Company’s Board of Directors (the “Board”) at the November 6, 2023 Board meeting. Greene will fill the seat that was held by Kenneth M. Bird, ED.D., who retired from the Board effective November 6, 2023, having served on Werner’s Board since 2002. Greene will serve on the Board’s Audit Committee and the ESG Committee.

“On behalf of Werner and its Board of Directors, I would like to thank Dr. Bird for his contributions to the success of the Company and his many years of valued service as a director,” said Derek Leathers, Werner’s Chairman, President, and CEO. “I am also excited to welcome Michelle to our team. Michelle’s extensive information technology and business services experience, along with her proven success leading strategic planning and process improvement initiatives, will further strengthen the diversity of thought and expertise of our Board of Directors.”

Greene currently serves as the Executive Vice President, Chief Information Officer at Cardinal Health, located in Dublin, Ohio. In her role, Greene leads Global Technology and Business Services which is responsible for delivering innovative, reliable, and secure technology capabilities that enable Cardinal Health customers to thrive in a dynamic healthcare environment. She manages the teams charged with those collaborative functions including Digital and Commercial Technologies, Pharmaceutical and Medical Segment IT Service Delivery, Global Business Services, and Information Security.

In addition to her day-to-day responsibilities at Cardinal Health, Greene actively sponsors the company’s STEM Initiative, co-sponsors BOLD, the Black and African American employee resource group, and is an executive advisor for the Black and African American Equity Cabinet.

In the community, Greene serves on the board for Goodwill of Southeastern Wisconsin, serves as the Vice Chair for Goodwill Manufacturing, Inc. subsidiary, and is a member of the DE&I Committee. Additionally, she serves on the board for GreenPath Financial Wellness as Vice Chair and Chair of the Audit Committee. Greene is also on the board for Detroit Public Television (DPTV) and is a member of the HR and Comp Committee. Lastly, she is an active member of ITSMF (IT Senior Management Forum), Chief and Black Women on Boards.

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 2022 revenues of $3.3 billion, an industry-leading modern truck and trailer fleet, nearly 14,000 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

Werner Enterprises, Inc. - Release of November 6, 2023

Page 2

management, intermodal and final mile. As an industry leader, Werner is deeply committed to promoting sustainability and supporting diversity, equity and inclusion.

Contact: Jill Samuelson, Associate Vice President – Marketing and Communications

Werner Enterprises, Inc.

(D) 402.819.5319 | (C) 402.319.8213

jill.samuelson@werner.com

Source: Werner Enterprises, Inc.

XML

Document and Entity Information Document	Nov. 03, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 03, 2023
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