Werner Enterprises Inc 8-K, filed Oct 19, 2022
Werner Enterprises Inc (WERN)
8-K
2022-10-19
For: 2022-10-19
View Original
Added on
April 12, 2026
About this 8-K
Werner Enterprises Inc filed this 8-K on October 19, 2022.
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 October 19, 2022, 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 each of the events will be publicly available on the respective conference dates on the registrant’s internet website: www.werner.com in the “Investors” section under "News & Events" and then “Events Calendar”. Replays of the webcasts will also be accessible by the public on such website for a limited period following each conference date. Details concerning the conferences, webcasts and replays 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 webcasts 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, 2021 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.
| 101 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). | |||||||
| 104 | The cover page from this Current Report on Form 8-K, formatted as Inline XBRL. | |||||||
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 19, 2022 | By: | /s/ John J. Steele | |||||||||
| John J. Steele | |||||||||||
| Executive Vice President, Treasurer and Chief Financial Officer | |||||||||||
Date: October 19, 2022 | 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 TO PARTICIPATE IN TWO INVESTMENT CONFERENCES
OMAHA, NEBRASKA, October 19, 2022 - Werner Enterprises, Inc. (Nasdaq: WERN), a premier transportation and logistics provider, announced participation in the following investment conferences.
Baird 2022 Global Industrial Conference: Wednesday, November 9, 2022, in Chicago, Illinois, including investor meetings. Fireside chat presentation from 1:10 p.m. to 1:40 p.m. CT. Speakers: Derek J. Leathers, Chairman, President and Chief Executive Officer and John J. Steele, Executive Vice President, Treasurer and Chief Financial Officer.
Stephens Annual Investment Conference: Tuesday, November 15, 2022, in Nashville, Tennessee, including investor meetings. Fireside chat presentation from 11:00 a.m. to 11:45 a.m. CT. Speakers: John J. Steele, Executive Vice President, Treasurer and Chief Financial Officer, Eric J. Downing, Senior Vice President Dedicated and Chris C. Neil, Senior Vice President Pricing and Strategic Planning.
A live webcast for each of the events will be available on the respective conference dates 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 each 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 2021 revenues of $2.7 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 webcasts 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, 2021 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.