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, 2011
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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 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
(a) Annual Meeting Date.
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The Annual Meeting of Stockholders of the Company was held on May 10, 2011
(the "Annual Meeting").
(b) Election of Directors and Other Matters Voted Upon.
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At the Annual Meeting, the four proposals stated below were submitted to a
vote of the Company's stockholders of record as of March 21, 2011. (Each
proposal is described in detail in the Company's definitive proxy statement
filed with the SEC on March 31, 2011.)
The votes on each proposal are provided below.
Proposal 1. The Company's stockholders elected three Class II directors to
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each serve on the Company's Board for a three-year term expiring at the
2014 Annual Meeting of Stockholders and until their respective successors
are elected and qualified. Final voting results for the elected directors
were as follows:
Broker
For Against Abstained Non-Votes
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Gary L. Werner 64,019,315 0 879,576 4,019,138
Gregory L. Werner 64,042,643 0 856,248 4,019,138
Michael L. Steinbach 64,340,890 0 558,001 4,019,138
Proposal 2. The Company's stockholders approved the advisory resolution on
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executive compensation. Final voting results were as follows:
Broker
For Against Abstained Non-Votes
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62,271,890 879,513 1,747,488 4,019,138
Proposal 3. The Company's stockholders held an advisory vote on the
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frequency of future advisory votes on executive compensation and voted to
conduct such future advisory votes once every three years. Final voting
results were as follows:
Every Every Every Broker
Year Two Years Three Years Abstained Non-Votes
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26,410,935 366,954 36,314,195 1,806,807 4,019,138
In light of the Proposal 3 voting results, the Board determined at its
annual meeting held on May 10, 2011 that an advisory resolution on
executive compensation will be included in the Company's proxy materials
once every three years.
Proposal 4. The Company's stockholders ratified the appointment of KPMG
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LLP as the Company's independent registered public accounting firm for the
year ending December 31, 2011. Final voting results were as follows:
Broker
For Against Abstained Non-Votes
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68,729,072 180,837 8,120 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 10, 2011 By: /s/ John J. Steele
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John J. Steele
Executive Vice President,
Treasurer and Chief
Financial Officer
Date: May 10, 2011 By: /s/ James L. Johnson
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James L. Johnson
Executive Vice President,
Chief Accounting Officer and
Corporate Secretary