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):
December 1, 2009
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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 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.
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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
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John J. Steele
Executive Vice President,
Treasurer and Chief
Financial Officer
Date: December 4, 2009 By: /s/ James L. Johnson
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James L. Johnson
Senior Vice President,
Controller and Corporate
Secretary