Werner Enterprises Inc 8-K, filed Jun 2, 2020
Werner Enterprises Inc (WERN)
About this 8-K
Werner Enterprises Inc filed this 8-K on June 2, 2020, reporting on events of May 31, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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 May 31, 2020, Clarence L. Werner gave Werner Enterprises, Inc. (the “Company”) notice that he will step down as Executive Chairman of the board of directors (the “Board”), effective immediately. Mr. Werner will continue to serve as Chairman of the Board through the end of his current term, which is expected to end in May 2021 following the Company’s next annual meeting of shareholders. It is expected that Mr. Werner will serve as Chairman Emeritus following the end of his current term on the Board. Mr. Werner’s resignation as Executive Chairman was not related to any dispute or disagreement with the Company or the Board on any matter related to the operations, policies or practices of the Company.
In connection with Mr. Werner’s transition, on May 31, 2020, the Board voted to appoint Derek Leathers, the current Chief Executive Officer and President of the Company, as a member and the Vice Chairman of the Board effective immediately in accordance with the Company’s By-Laws. As a result, the size of the Board increased from eight members to nine members and Mr. Leathers was appointed as a Class II director.
Mr. Leathers will not receive additional compensation for his service as a member of the Board. As a result of Mr. Werner’s resignation as Executive Chairman, he will no longer receive his salary as an employee of the Company and, in accordance with the Company’s director compensation policy, he will not receive any compensation in his capacity as a non-independent director.
This Current Report on Form 8-K 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, 2019 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2019. 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.
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: June 2, 2020 |
By: |
/s/ John J. Steele | ||||
| John J. Steele | ||||||
| Executive Vice President, Treasurer and Chief Financial Officer | ||||||
| Date: June 2, 2020 |
By: |
/s/ James L. Johnson | ||||
| James L. Johnson | ||||||
| Executive Vice President, Chief Accounting Officer and Corporate Secretary | ||||||