UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 10, 2010
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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.
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On May 10, 2010, the Compensation Committee (the "Committee") of the Board
of Directors of Werner Enterprises, Inc. (the "Company") approved an
increase to the base salary of Mr. Derek J. Leathers, Senior Executive Vice
President and Chief Operating Officer of the Company and President of
Werner Global Logistics. Mr. Leathers' base salary was increased by
$50,000, from $369,000 to $419,000. Such increase was made effective May
7, 2010, as approved by the Committee.
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Annual Meeting of Stockholders of the Company was held on May 10, 2010,
at which the matters stated below were submitted to a vote of the Company's
stockholders of record as of March 22, 2010.
The stockholders elected two Class I directors to each serve for a three-
year term expiring at the 2013 Annual Meeting of Stockholders and until
their respective successors are elected and qualified. The final voting
results for the elected directors are as follows:
Broker
For Against Abstained Non-Votes
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Gerald H. Timmerman 62,900,175 0 3,515,883 1,995,461
Kenneth M. Bird, Ed.D. 64,314,452 0 2,101,606 1,995,461
The stockholders ratified the appointment of KPMG LLP as the Company's
independent registered public accounting firm for the year ending December
31, 2010. The final voting results are as follows:
Broker
For Against Abstained Non-Votes
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Ratification of the
appointment of KPMG LLP 67,802,724 604,065 4,730 0
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 13, 2010 By: /s/ John J. Steele
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John J. Steele
Executive Vice President,
Treasurer and Chief
Financial Officer
Date: May 13, 2010 By: /s/ James L. Johnson
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James L. Johnson
Senior Vice President,
Controller and Corporate
Secretary