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):
November 28, 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 5.02. 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 November 28, 2011, 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 Emeritus $0 0
Gary L. Werner Chairman $300,000 30,000
Gregory L. Werner Vice Chairman and Chief Executive $350,000 30,000
Officer
Derek J. Leathers President and Chief Operating $320,000 0
Officer
John J. Steele Executive Vice President, $130,000 6,000
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 or about December 5, 2011.
Such performance-based compensation awards are determined at the sole
discretion of the Committee.
The restricted stock was awarded in accordance with the Werner Enterprises,
Inc. Equity Plan (the "Equity Plan") and is subject to service-based
vesting provisions under the Equity Plan and Restricted Stock Award
Agreement. The restricted shares will vest annually in five increments of
20% each, beginning one year after the grant date. The awards will become
fully vested on November 28, 2016. Such long-term incentive compensation
awards are determined at the sole discretion of the Committee. (The Equity
Plan comprised Exhibit 99.1 to the registrant's Current Report on Form 8-K
dated May 8, 2007, and the form of Restricted Stock Award Agreement
comprised Exhibit 10.1 to the registrant's Current Report on Form 8-K dated
December 1, 2009. Each exhibit and report was filed with the U.S.
Securities and Exchange Commission.)
The Committee also approved a $10,000 increase to Mr. Steele's base salary.
Effective December 30, 2011, Mr. Steele's base salary will be $235,000 per
year.
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 1, 2011 By: /s/ John J. Steele
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John J. Steele
Executive Vice President,
Treasurer and Chief
Financial Officer
Date: December 1, 2011 By: /s/ James L. Johnson
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James L. Johnson
Executive Vice President,
Chief Accounting Officer and
Corporate Secretary