8-K
Werner Enterprises Inc (WERN)
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):
May 13, 2025
WERNER ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
| Nebraska | 0-14690 | 47-0648386 | ||
|---|---|---|---|---|
| (State or other jurisdiction of<br>incorporation) | (Commission File Number) | (I.R.S. Employer<br>Identification No.) | ||
| 14507 Frontier Road | ||||
| Post Office Box 45308 | ||||
| Omaha | , | Nebraska | 68145-0308 | |
| (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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR40.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.01 Par Value | WERN | The Nasdaq Stock Market LLC |
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 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On May 13, 2025, the Board of Directors (the "Board") of Werner Enterprises, Inc. (the "Company"), upon the recommendation of its Nominating and Corporate Governance Committee and in accordance with the Company's By-Laws, appointed M. Gayle Packer to the Board to fill a Class III directorship vacancy. Ms. Packer will serve as a member of the Board's Audit Committee and Environmental Social and Governance (ESG) Committee.
Ms. Packer will receive the same compensation package as received by other independent members of the Board. This package provides for the following annual amounts: (i) $75,000 cash retainer for Board membership, (ii) restricted stock award valued at $100,000 with time-based vesting over three years, and (iii) cash retainers for committee chairs. Cash compensation is paid in quarterly installments.
There are no arrangements or understandings between Ms. Packer and any other persons pursuant to which Ms. Packer was selected as a director. She 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 this matter is furnished as Exhibit 99.1 to this Form 8-K.
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) Annual Meeting Date.
The Company's Annual Meeting of Stockholders was held on May 13, 2025 (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 4, 2025. (Each proposal is described in detail in the Company's definitive proxy statement filed with the SEC on March 31, 2025.)
The final voting results for each proposal are provided below.
Proposal 1. The Company's stockholders elected three Class I directors to serve on the Board for a three-year term expiring at the 2028 Annual Meeting of Stockholders. Final voting results were as follows:
| Broker | ||||
|---|---|---|---|---|
| For | Withheld | Abstained | Non-Votes | |
| Michelle D. Greene | 52,151,869 | 3,349,898 | — | 3,652,447 |
| Jack A. Holmes | 51,497,273 | 4,004,494 | — | 3,652,447 |
| Carmen A. Tapio | 46,401,718 | 9,100,049 | — | 3,652,447 |
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 |
| 49,281,522 | 4,486,858 | 1,733,387 | 3,652,447 |
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, 2025. Final voting results were as follows:
| Broker | |||
|---|---|---|---|
| For | Against | Abstained | Non-Votes |
| 58,335,231 | 814,231 | 4,752 | — |
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
| 99.1 | Press release issued by the Company on May14, 2025,"Werner®wern-2025513xex991.htmAppoints M. Gayle Packer to Board of Directors" |
|---|---|
| 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 15, 2025 | By: | /s/ Christopher D. Wikoff |
| Christopher D. Wikoff | ||
| Executive Vice President, Treasurer and<br>Chief Financial Officer | ||
| Date: May 15, 2025 | By: | /s/ James L. Johnson |
| James L. Johnson | ||
| Executive Vice President and Chief Accounting<br>Officer |
Document
Exhibit 99.1
FOR IMMEDIATE RELEASE
WERNER® APPOINTS M. GAYLE PACKER TO BOARD OF DIRECTORS
OMAHA, NEBRASKA, May 14, 2025 – Werner Enterprises, Inc. (Nasdaq: WERN), a premier transportation and logistics provider (the “Company”), announces its Board of Directors (the “Board”) appointed M. Gayle Packer to the Board to fill a Class III directorship vacancy.
“We’re pleased to welcome Gayle to our Board,” said Werner’s Chairman and CEO, Derek Leathers. “She brings a strong track record in leadership, company expansion and integration, client service, safety and innovation. Her experience leading a large, national engineering firm will be a tremendous asset as we continue driving Werner forward and reinforcing our commitment to operational excellence.”
Packer currently serves as President and CEO of Terracon Consultants Inc. (“Terracon”), an employee-owned engineering consulting firm specializing in environmental, geotechnical, facilities and materials services. Terracon, celebrating its 60th anniversary this year, operates more than 180 locations nationwide and employs more than 7,000 associates. Before joining Terracon, Packer practiced law as a corporate tax and employee benefits attorney and holds a Master of Laws degree.
In addition to her role at Terracon, she serves on the boards of VHB Inc. (a leading civil engineering and design firm with expertise in transportation infrastructure), the Greater Kansas City Community Foundation, the Greater Kansas City Chamber of Commerce and the Construction Industry Round Table. She also serves on the board executive committee of the ACE Mentor Program of America, which introduces youth to careers in architecture, construction and engineering, and on the executive committee of the Design Professionals Coalition of the American Council of Engineering Companies. Packer is a former board member of the ACEC Research Institute.
To learn more about Werner, visit www.werner.com.
About Werner Enterprises Werner Enterprises, Inc. delivers superior truckload transportation and logistics services to customers across the United States, Mexico and Canada. With 2024 revenues of $3.0 billion, an industry-leading modern truck and trailer fleet, nearly 13,000 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. Werner embraces
inclusion as a core value and manages key risks and opportunities through a balanced sustainability strategy.
Contact: Jill Samuelson, Associate Vice President – Marketing and Communications
Werner Enterprises, Inc.
(D) 402.819.5319 | (C) 402.319.8213
jill.samuelson@werner.com
Source: Werner Enterprises, Inc.