Werner Enterprises Inc 8-K, filed May 23, 2023
Werner Enterprises Inc (WERN)
8-K
2023-05-23
For: 2023-05-23
View Original
Added on
April 12, 2026
About this 8-K
Werner Enterprises Inc filed this 8-K on May 23, 2023.
Items reported
- Item 7.01: Regulation FD disclosure
- 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
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 ☐
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 7.01. REGULATION FD DISCLOSURE.
On May 23, 2023, the registrant issued a press release announcing its upcoming participation in two investment conferences. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.
A live webcast for the UBS conference will be publicly available on the conference date on the registrant’s internet website: www.werner.com in the “Investors” section under "News & Events" and then “Events Calendar”. Replay of the webcast will also be accessible by the public on such website for a limited period following the conference date. Details concerning the conferences, webcast and replay are included in the exhibit.
In accordance with General Instruction B.2 to the Form 8-K, the information under this Item 7.01 and the press release exhibit to this Form 8-K 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 information and 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 information and exhibit are to be considered “filed” under the Exchange Act or incorporates such information and exhibit by specific reference in an Exchange Act or Securities Act filing.
This Current Report on Form 8-K, as well as the oral public statements made by any representative of the registrant during the webcast announced in this Form 8-K and the related press release, may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements are based on information presently available to the registrant’s management and are current only as of the date made. Actual results could also differ materially from those anticipated as a result of a number of factors, including, but not limited to, those discussed in the registrant’s Annual Report on Form 10-K for the year ended December 31, 2022 and subsequently filed Quarterly Reports on Form 10-Q. For those reasons, undue reliance should not be placed on any forward-looking statement. The registrant assumes no duty or obligation to update or revise any forward-looking statement, although it may do so from time to time as management believes is warranted or as may be required by applicable securities law. Any such updates or revisions may be made by the registrant by filing reports with the U.S. Securities and Exchange Commission, through the issuance of press releases or by other methods of public disclosure.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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 23, 2023 | By: | /s/ Christopher D. Wikoff | |||||||||
| Christopher D. Wikoff | |||||||||||
| Executive Vice President, Treasurer and Chief Financial Officer | |||||||||||
Date: May 23, 2023 | By: | /s/ James L. Johnson | |||||||||
| James L. Johnson | |||||||||||
| Executive Vice President, Chief Accounting Officer and Corporate Secretary | |||||||||||
Exhibit 99.1
Werner Enterprises, Inc. | Contact: | Christopher D. Wikoff | ||||||
14507 Frontier Road | Executive Vice President, Treasurer | |||||||
P. O. Box 45308 | and Chief Financial Officer | |||||||
Omaha, NE 68145 | (402) 894-3700 | |||||||
FOR IMMEDIATE RELEASE
WERNER ENTERPRISES TO PARTICIPATE IN TWO INVESTMENT CONFERENCES
OMAHA, NEBRASKA, May 23, 2023 - Werner Enterprises, Inc. (Nasdaq: WERN), a premier transportation and logistics provider, announced participation in the following investment conferences.
UBS Global Industrials and Transportation Conference: Tuesday, June 6, 2023, in New York, New York, including investor meetings. Fireside chat presentation from 11:20 a.m. to 12:00 p.m. ET. Speakers: Derek J. Leathers, Chairman, President and Chief Executive Officer, Christopher D. Wikoff, Executive Vice President, Treasurer and Chief Financial Officer, and Chris C. Neil, Senior Vice President of Pricing and Strategic Planning.
2023 Wells Fargo Industrials Conference: Tuesday, June 13, 2023, in Chicago, Illinois, a series of investor meetings.
A live webcast for the UBS conference will be available on the conference date on the Werner website at www.werner.com in the "Investors" section under “News & Events” and then “Events Calendar”. An archive will then be available on the Werner website during the 30-day period following the conference date.
The conference dates and times provided in this press release may be subject to change. Should any such change occur, Werner may update the information by giving notice on its website or through other methods of public disclosure. Please consult the Werner website before or on the conference date for any such updated notices.
Werner Enterprises, Inc. 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, over 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 management, intermodal and final mile. As an industry leader, Werner is deeply committed to promoting sustainability and supporting diversity, equity and inclusion.
This press release, as well as the oral public statements made by any Werner representative during the webcast announced in this press release, may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements are based on information presently
available to Werner’s management and are current only as of the date made. Actual results could also differ materially from those anticipated as a result of a number of factors, including, but not limited to, those discussed in Werner’s Annual Report on Form 10-K for the year ended December 31, 2022 and subsequently filed Quarterly Reports on Form 10-Q. For those reasons, undue reliance should not be placed on any forward-looking statement. Werner assumes no duty or obligation to update or revise any forward-looking statement, although it may do so from time to time as management believes is warranted or as may be required by applicable securities law. Any such updates or revisions may be made by filing reports with the U.S. Securities and Exchange Commission, through the issuance of press releases or by other methods of public disclosure.