Werner Enterprises Files 8-K with Shareholder Votes & Exhibits

TL;DR

Werner Enterprises filed an 8-K on May 14th covering shareholder votes and financial exhibits.

AI Summary

Werner Enterprises, Inc. filed an 8-K on May 15, 2024, reporting on matters submitted to a vote of security holders and other events. The filing includes financial statements and exhibits, with the earliest event reported as of May 14, 2024. The company is incorporated in Nebraska and headquartered in Omaha.

Why It Matters

This 8-K filing provides updates on corporate actions and financial information, which are crucial for investors to assess the company's governance and financial health.

Risk Assessment

Risk Level: low — This filing is a routine corporate disclosure and does not appear to contain any immediate negative news or significant changes.

Key Players & Entities

• WERNER ENTERPRISES, INC. (company) — Registrant
• Nebraska (jurisdiction) — State of incorporation
• Omaha (location) — Principal executive offices city
• May 14, 2024 (date) — Date of earliest event reported
• May 15, 2024 (date) — Date of report

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 Par Value WERN The Nasdaq Stock Market

Filing Documents

• wern-20240514.htm (8-K) — 53KB
• wern-8xk_2024514xexhibit.htm (EX-99.1) — 8KB
• image_0.jpg (GRAPHIC) — 15KB
• 0000793074-24-000042.txt ( ) — 211KB
• wern-20240514.xsd (EX-101.SCH) — 2KB
• wern-20240514_lab.xml (EX-101.LAB) — 22KB
• wern-20240514_pre.xml (EX-101.PRE) — 13KB
• wern-20240514_htm.xml (XML) — 3KB

07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

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 14, 2024 (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 25, 2024. (Each proposal is described in detail in the Company's definitive proxy statement filed with the SEC on April 3, 2024.) The final voting results for each proposal are provided below. Proposal 1 . The Company's stockholders elected one Class I director to serve on the Company's Board of Directors (the "Board") for a one-year term expiring at the 2025 Annual Meeting of Stockholders and two Class III directors to each serve on the Board for a three-year term expiring at the 2027 Annual Meeting of Stockholders. Final voting results were as follows: Broker For Withheld Abstained Non-Votes Michelle D. Greene-Class I 54,548,748 4,954,672 — 981,117 Scott C. Arves-Class III 51,981,830 7,521,590 — 981,117 Alexi A. Wellman-Class III 52,320,785 7,182,635 — 981,117 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 52,667,129 6,776,302 59,989 981,117 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, 2024. Final voting results were as follows: Broker For Against Abstained Non-Votes 59,389,141 1,068,430 26,966 —

01. OTHER EVENTS

ITEM 8.01. OTHER EVENTS On May 14, 2024, the Board approved a new stock repurchase program under which the Company is authorized to repurchase up to 5 million shares of its common stock. Upon approval of the new program, the Board withdrew the previous stock repurchase authorization, which had approximately 1.6 million shares remaining available for repurchase. The Company may repurchase stock from time to time depending on market, economic and other factors. The new authorization will continue until the Board withdraws it. On May 15, 2024, the Company issued a press release to announce these, among other, Board actions. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K. Such exhibit shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section 18, nor shall such exhibit be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), unless the registrant expressly states that such exhibit is to be considered "filed" under the Exchange Act or incorporates such exhibit by specific reference in an Exchange Act or Securities Act filing.

01. FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits . 99.1 Press release issued by the Company on May 15 , 2024, "Werner Enterprises Announces New Stock Repurchase Authorization and Q uarte rly Dividend " 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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 15, 2024 By: /s/ Christopher D. Wikoff Christopher D. Wikoff Executive Vice President, Treasurer and Chief Financial Officer Date: May 15, 2024 By: /s/ James L. Johnson James L. Johnson Executive Vice President and Chief Accounting Officer

View Full Filing

View this 8-K filing on SEC EDGAR