Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549



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 8, 2018


WERNER ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)

NEBRASKA
0-14690
47-0648386
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer
Identification No.)
 
 
14507 FRONTIER ROAD
POST OFFICE BOX 45308
OMAHA, NEBRASKA
 
68145-0308
(Address of principal executive offices)
 
(Zip Code)

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company [ ]
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]




ITEM 5.07.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

(a)    Annual Meeting Date.

The Annual Meeting of Stockholders of the Company was held on May 8, 2018 (the “Annual Meeting”).

(b)    Election of Directors and Other Matters Voted Upon.

At the Annual Meeting, the three proposals stated below were submitted to a vote of the Company's stockholders of record as of March 19, 2018. (Each proposal is described in detail in the Company's definitive proxy statement filed with the SEC on April 5, 2018.)

The final voting results for each proposal are provided below.

Proposal 1. The Company's stockholders elected three Class III directors to each serve on the Company's Board for a three-year term expiring at the 2021 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
Clarence L. Werner
66,965,113

 
—

 
2,047,498

 
1,661,186

Patrick J. Jung
68,361,782

 
—

 
650,829

 
1,661,186

Michael L. Gallagher
68,893,565

 
—

 
119,046

 
1,661,186


Proposal 2. The Company's stockholders approved the advisory resolution on executive compensation. Final voting results were as follows:
 
 
 
 
 
 
Broker
For
 
Against
 
Abstained
 
Non-Votes
68,676,041

 
314,344

 
22,226

 
1,661,186


Proposal 3. The Company's stockholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2018. Final voting results were as follows:
 
 
 
 
 
 
Broker
For
 
Against
 
Abstained
 
Non-Votes
70,175,582

 
485,156

 
13,059

 
—






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 9, 2018
By:
 
/s/ John J. Steele
 
 
 
John J. Steele
 
 
 
Executive Vice President, Treasurer and
Chief Financial Officer
 
 
 
Date: May 9, 2018
By:
 
/s/ James L. Johnson
 
 
 
James L. Johnson
 
 
 
Executive Vice President, Chief Accounting
Officer and Corporate Secretary