Werner Enterprises Inc 8-K, filed Feb 28, 2023
Werner Enterprises Inc (WERN)
8-K
2023-02-28
For: 2023-02-23
View Original
Added on
April 12, 2026
About this 8-K
Werner Enterprises Inc filed this 8-K on February 28, 2023, reporting on events of February 23, 2023.
Items reported
- Item 5.02: Director or officer change, or executive pay
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):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| , | ||||||||||||||
| (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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 ☐
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ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
Compensatory Arrangement of Certain Officers
On February 23, 2023, the Compensation Committee of the Board of Directors of Werner Enterprises, Inc. (the “Company”) approved the following Restricted Stock (“RS”) awards for certain named executive officers of the Company.
| Named Executive Officer | RS (#) | |||||||||||||
| Derek J. Leathers | ||||||||||||||
| Chairman, President and Chief Executive Officer | 39,141 | |||||||||||||
| Jim S. Schelble | ||||||||||||||
| Executive Vice President and Chief Administrative Officer | 3,805 | |||||||||||||
| James L. Johnson | ||||||||||||||
| Executive Vice President, Chief Accounting Officer and Corporate Secretary | 4,349 | |||||||||||||
The grants of RS to the named executive officers are subject to the terms and conditions of the Company’s Amended and Restated Equity Plan, as amended and restated on February 23, 2021 (the “Plan”). The RS vests in three installments of 34%, 33% and 33%, respectively, on each of the first three anniversaries from the grant date.
The foregoing description is not a complete description of all the rights and obligations and are qualified in their entirety by reference to the Plan filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, which is incorporated by reference herein, and the Form of Restricted Stock Award Agreement filed as Exhibit 10.1 to the Company's Current Report on Form 8-K dated December 1, 2009, which is incorporated by reference herein.
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: February 28, 2023 | By: | /s/ John J. Steele | |||||||||
| John J. Steele | |||||||||||
| Executive Vice President, Treasurer and Chief Financial Officer | |||||||||||
Date: February 28, 2023 | By: | /s/ James L. Johnson | |||||||||
| James L. Johnson | |||||||||||
| Executive Vice President, Chief Accounting Officer and Corporate Secretary | |||||||||||