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): December 1, 2009 ------------------ WERNER ENTERPRISES, INC. (Exact name of registrant as specified in its charter) NEBRASKA 0-14690 47-0648386 (State or other jurisdiction of (Commission File (IRS Employer incorporation) Number) Identification No.) 14507 FRONTIER ROAD POST OFFICE BOX 45308 OMAHA, NEBRASKA 68145 (Address of principal (Zip Code) executive offices) Registrant's telephone number, including area code: (402) 895-6640 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 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. (e) Compensatory Arrangements of Certain Officers. --------------------------------------------- On December 1, 2009, the Compensation Committee (the "Committee") of the Board of Directors of the registrant approved the following performance- based compensation awards, in the form of annual cash bonuses, and long- term incentive compensation awards, in the form of restricted stock, to the registrant's principal executive officer, principal financial officer and other named executive officers: CASH RESTRICTED NAME TITLE BONUS STOCK ---- ----- ----- ----- Clarence L. Werner Chairman of the Board $0 0 Gary L. Werner Vice Chairman $205,000 30,000 Gregory L. Werner President and Chief Executive $300,000 30,000 Officer Derek J. Leathers Senior Executive Vice President - $240,000 30,000 Value Added Services & International and Chief Operating Officer John J. Steele Executive Vice President, $110,000 10,000 Treasurer and Chief Financial Officer The annual cash bonuses were awarded under the registrant's discretionary annual cash bonus program and will be paid on December 7, 2009. Such performance-based compensation awards are determined at the sole discretion of the Committee. The restricted stock was awarded in accordance with the provisions of the Werner Enterprises, Inc. Equity Plan and is subject to service-based vesting provisions. The shares will vest annually in five increments of 20% each, beginning 3 years after the grant date. The awards will become fully vested on December 1, 2016. The notice of grant pursuant to which the Company makes awards of restricted stock is included as an exhibit to this Form 8-K. Such long-term incentive compensation awards are determined at the sole discretion of the Committee. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits. --------- 10.1 Form of Restricted Stock Award Agreement for recipients under the Werner Enterprises, Inc. Equity Plan. 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: December 4, 2009 By: /s/ John J. Steele ----------------------- ------------------------------ John J. Steele Executive Vice President, Treasurer and Chief Financial Officer Date: December 4, 2009 By: /s/ James L. Johnson ----------------------- ------------------------------ James L. Johnson Senior Vice President, Controller and Corporate Secretary