Werner Enterprises Inc 8-K, filed Oct 14, 2020
Werner Enterprises Inc (WERN)
8-K
2020-10-14
For: 2020-10-08
View Original
Added on
April 12, 2026
About this 8-K
Werner Enterprises Inc filed this 8-K on October 14, 2020, reporting on events of October 8, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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
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(402 ) 895-6640
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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
On October 8, 2020, Dwaine J. Peetz, Jr., M.D., Director, gave notice of his decision to retire from the Board of Directors (the “Board”) of Werner Enterprises, Inc. (the “Company”), effective at the conclusion of the November 10, 2020, Board meeting. Dr. Peetz’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 Carmen A. Tapio as a director candidate. In accordance with the By-Laws of the Company, the Board voted on October 8, 2020 to appoint Ms. Tapio as a member of the Company’s Board, effective following the November 10, 2020, Board meeting, to fill the Class I directorship vacancy created by Dr. Peetz’s retirement. The Board also appointed Ms. Tapio to serve as a member of the Compensation Committee and the Nominating and Corporate Governance Committee. Ms. Tapio will receive the same compensation package as received by other independent members of the Board. This package provides for the following annual amounts: (i) $50,000 cash retainer for Board membership, (ii) restricted stock award valued at $80,000 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. Tapio and any other persons pursuant to which Ms. Tapio was selected as a director. Ms. Tapio 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 these matters is furnished as Exhibit 99.1 to this Form 8-K.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
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: October 14, 2020 | By: | /s/ John J. Steele | |||||||||||||||
| John J. Steele | |||||||||||||||||
| Executive Vice President, Treasurer and Chief Financial Officer | |||||||||||||||||
Date: October 14, 2020 | By: | /s/ James L. Johnson | |||||||||||||||
| James L. Johnson | |||||||||||||||||
| Executive Vice President, Chief Accounting Officer and Corporate Secretary | |||||||||||||||||
Exhibit 99.1
Werner Enterprises, Inc. | Contact: | John J. Steele | ||||||
14507 Frontier Road | Executive Vice President, Treasurer | |||||||
P. O. Box 45308 | and Chief Financial Officer | |||||||
Omaha, NE 68145 | (402) 894-3036 | |||||||
FOR IMMEDIATE RELEASE
WERNER ENTERPRISES APPOINTS CARMEN TAPIO TO BOARD OF DIRECTORS
Omaha, Nebraska, October 14, 2020:
Werner Enterprises, Inc. (NASDAQ: WERN), one of the nation’s largest transportation and logistics companies, announced that Carmen A. Tapio has accepted an appointment to the Company’s Board of Directors effective following the November 10, 2020 Board of Directors meeting. Ms. Tapio will also serve on the Company’s Compensation Committee and Nominating & Governance Committee.
Dwaine J. Peetz, Jr., M.D., who has served as a director for 10 years, will retire from the Board of Directors at the conclusion of the November meeting. “On behalf of everyone at Werner Enterprises and the Board of Directors, I would like to thank Dwaine for his contributions to the success of the Company and his 10 years of valued service as a director,” said Clarence L. Werner, Chairman.
Ms. Tapio is Owner, President & CEO of North End Teleservices, LLC in Omaha, Nebraska. She has held this position since 2017 and was President and COO of North End Teleservices from 2015 to 2017. From 2010 to 2015, Ms. Tapio was the owner and manager of Core Advantage Consulting in Omaha, Nebraska and from 2001 to 2009 served in several leadership positions with Carlson Companies of Minneapolis, Minnesota. Ms. Tapio is active in local community organizations and is currently on the Greater Omaha Chamber of Commerce board of directors and serves as the Diversity & Inclusion Council chair and CEO’s for Commitment to Opportunity, Diversity and Equity Council chair. “Ms. Tapio’s knowledge and experience as well as her extensive experience addressing diversity matters will provide valuable perspective to the Company,” said Mr. Derek J. Leathers, Vice Chairman.
Werner Enterprises, Inc. was founded in 1956 and is a premier transportation and logistics company, with coverage throughout North America, Asia, Europe, South America, Africa and Australia. Werner maintains its global headquarters in Omaha, Nebraska and maintains offices in the United States, Canada, Mexico and China. Werner is among the five largest truckload carriers in the United States, with a diversified portfolio of transportation services that includes dedicated; medium-to-long-haul, regional and expedited van; and temperature-controlled. The Werner Logistics portfolio includes truck brokerage, freight management, intermodal, international and final mile services. International services are provided through Werner’s
domestic and global subsidiary companies and include ocean, air and ground transportation; freight forwarding; and customs brokerage.
Werner Enterprises, Inc.’s common stock trades on the NASDAQ Global Select MarketSM under the symbol “WERN”. For further information about Werner, visit the company’s website at www.werner.com.