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):
February 18, 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.
On February 18, 2011, the Board of Directors (the "Board") of Werner
Enterprises, Inc. (the "Company") approved several planned management
changes described below. Each of these changes will become effective
following the Company's annual stockholder meeting that is currently
expected to be held on May 10, 2011.
Clarence L. (C.L.) Werner, age 73, a named executive officer of the
Company, resigned as Chairman and executive officer. He will continue to
be employed by the Company as Chairman Emeritus and to serve on the Board.
Gary L. Werner, age 53, will become Chairman, moving from his current role
as Vice Chairman. Mr. Gary L. Werner intends to continue to serve on the
Board.
Gregory L. Werner, age 51, will become Vice Chairman and will continue to
hold the position of Chief Executive Officer. He will relinquish the title
of President. Mr. Gregory L. Werner intends to continue to serve on the
Board.
Derek J. Leathers, age 41, will become President and will continue to hold
the position of Chief Operating Officer. Mr. Leathers has served as the
Company's Chief Operating Officer since 2008 and as Senior Executive Vice
President and President of Werner Global Logistics since 2006. Mr.
Leathers joined the Company in 1999, became an officer of the Company in
2000 and previously served in the following officer positions during his
tenure: (i) Vice President - Mexico Division, (ii) Vice President -
International, (iii) Senior Vice President - International, (iv) Senior
Vice President - Van Division and International, and (v) Executive Vice
President - Van Division and International.
A copy of the press release announcing these planned changes is furnished
as Exhibit 99.1 to this Form 8-K.
The press release furnished as Exhibit 99.1 to this Form 8-K may contain
forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act and made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of
1995, as amended. Such forward-looking statements are based on information
presently available to the registrant's management and are current only as
of the date made. Actual results could also differ materially from those
anticipated as a result of a number of factors, including, but not limited
to, those discussed in the registrant's Annual Report on Form 10-K for the
year ended December 31, 2009. For those reasons, undue reliance should not
be placed on any forward-looking statement. The registrant assumes no duty
or obligation to update or revise any forward-looking statement, although
it may do so from time to time as management believes is warranted or as
may be required by applicable securities law. Any such updates or
revisions may be made by filing reports with the U.S. Securities and
Exchange Commission, through the issuance of press releases or by other
methods of public disclosure.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
99.1 Press release issued by the registrant on February 18,
2011, "Werner Enterprises Announces Planned Management
Changes".
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: February 18, 2011 By: /s/ John J. Steele
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John J. Steele
Executive Vice President,
Treasurer and Chief
Financial Officer
Date: February 18, 2011 By: /s/ James L. Johnson
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James L. Johnson
Executive Vice President,
Chief Accounting Officer and
Corporate Secretary