Werner Enterprises Inc 8-K, filed May 11, 2021
Werner Enterprises Inc (WERN)
8-K
2021-05-11
For: 2021-05-11
View Original
Added on
April 12, 2026
About this 8-K
Werner Enterprises Inc filed this 8-K on May 11, 2021.
Items reported
- Item 5.07: Shareholder vote results
- Item 8.01: Other events
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 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) Annual Meeting Date.
The Annual Meeting of Stockholders of Werner Enterprises, Inc. (the “Company”) was held on May 11, 2021 (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 22, 2021. (Each proposal is described in detail in the Company's definitive proxy statement filed with the SEC on April 2, 2021.)
The final voting results for each proposal are provided below.
Proposal 1. The Company's stockholders elected three Class III directors to each serve on the Company's Board for a three-year term expiring at the 2024 Annual Meeting of Stockholders and until their respective successors are elected and qualified. In addition, as a result of certain vacancies, the Company's stockholders elected one Class I director to serve for a one-year term expiring at the 2022 Annual Meeting of Stockholders and one Class II director to serve for a two-year term expiring at the 2023 Annual Meeting of Stockholders. Final voting results for the elected directors were as follows:
| Broker | |||||||||||||||||||||||
| For | Against | Abstained | Non-Votes | ||||||||||||||||||||
| Scott C. Arves-Class III | 62,272,499 | — | 166,601 | 2,148,966 | |||||||||||||||||||
| Vikram Mansharamani-Class III | 62,270,831 | — | 168,269 | 2,148,966 | |||||||||||||||||||
| Alexi A. Wellman-Class III | 62,275,573 | — | 163,527 | 2,148,966 | |||||||||||||||||||
| Carmen A. Tapio-Class I | 62,268,745 | — | 170,355 | 2,148,966 | |||||||||||||||||||
| Derek J. Leathers-Class II | 62,224,434 | — | 214,666 | 2,148,966 | |||||||||||||||||||
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 | |||||||||||||||||
| 60,476,402 | 1,885,428 | 77,270 | 2,148,966 | |||||||||||||||||
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, 2021. Final voting results were as follows:
| Broker | ||||||||||||||||||||
| For | Against | Abstained | Non-Votes | |||||||||||||||||
| 63,272,923 | 1,258,415 | 56,728 | — | |||||||||||||||||
ITEM 8.01. ALL OTHER EVENTS.
On May 11, 2021, the Company’s Board of Directors appointed Derek J. Leathers as Chairman of the Board of Directors and Clarence L. Werner as Chairman Emeritus, a non-voting advisory director position.
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 11, 2021 | By: | /s/ John J. Steele | |||||||||
| John J. Steele | |||||||||||
| Executive Vice President, Treasurer and Chief Financial Officer | |||||||||||
Date: May 11, 2021 | By: | /s/ James L. Johnson | |||||||||
| James L. Johnson | |||||||||||
| Executive Vice President, Chief Accounting Officer and Corporate Secretary | |||||||||||