wern-20240105

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)

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))

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).

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 January 5, 2024, the Board of Directors (the “Board”) of Werner Enterprises, Inc. (the "Company") appointed Nathan J. Meisgeier, 50, to serve as the Company’s President. Mr. Meisgeier will continue to serve as the Company’s Chief Legal Officer.

The Board made the appointment at the recommendation of Derek J. Leathers, the Company’s Chairman and Chief Executive Officer (“CEO”). Mr. Leathers continues to serve as Chairman and CEO.

Mr. Meisgeier joined the Company in 2005 as Senior Counsel of Litigation. He was appointed as Associate Vice President & Associate General Counsel in 2015 and as Vice President and General Counsel in 2016. In 2018, Mr. Meisgeier was promoted to Executive Vice President and Chief Legal Officer. Company offices are held until the officer’s resignation, removal by the Board, or inability to serve due to death or incapacity.

Mr. Meisgeier does not have any arrangement or understanding with any other person pursuant to which he was selected as the Company’s President or any family relationship with any Company director or executive officer. He has had no interest in any transaction since the beginning of the Company’s last fiscal year, or in any currently proposed transaction, that requires disclosure pursuant to Item 404(a) of Regulation S-K.

In connection with Mr. Meisgeier’s appointment as the Company’s President, no material plan, contract or arrangement to which Mr. Meisgeier is a party or under which he participates has been entered into or materially amended, nor has any grant or award been made or modified under any such plan, contract or arrangement.

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

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: January 10, 2024	By:	/s/ Christopher D. Wikoff
		Christopher D. Wikoff
		Executive Vice President, Treasurer and Chief Financial Officer

Date: January 10, 2024	By:	/s/ James L. Johnson
		James L. Johnson
		Executive Vice President and Chief Accounting Officer


99.1						Press release issued by the registrant on January 10 , 202 4 , “Werner Enterprises Names Nathan Meisgeier as President .”