0000793074false00007930742023-11-032023-11-03

Date of Report (Date of earliest event reported):

(Exact name of registrant as specified in its charter)

(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 CFR240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR40.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

On November 3, 2023, Kenneth M. Bird, Ed.D., Director, gave notice of his decision to retire from the Board of Directors (the “Board”) of Werner Enterprises, Inc. (the “Company”), effective November 6, 2023. Dr. Bird’s decision to retire does not relate to any disagreement with the Company, its management or the Board on any matter relating to the Company’s operations, policies or practices.

The Nominating and Corporate Governance Committee nominated Michelle D. Greene as a director candidate. In accordance with the By-Laws of the Company, the Board voted to appoint Ms. Greene as a member of the Company’s Board on November 6, 2023 to fill the Class I directorship vacancy created by Dr. Bird’s retirement. The Board also appointed Ms. Greene to serve as a member of the Audit Committee and the Environmental Social and Governance Committee. Ms. Greene will receive the same compensation package as received by other independent members of the Board. This package provides for the following annual amounts: (i) $75,000 cash retainer for Board membership, (ii) restricted stock award valued at $100,000 with time-based vesting over three years, and (iii) cash retainers for committee chairs. Cash compensation is paid in quarterly installments, and the restricted stock award is prorated in the year appointed to the Board. There are no arrangements or understandings between Ms. Greene and any other persons pursuant to which Ms. Greene was selected as a director. Ms. Greene has not had an interest in any transaction since the beginning of the Company’s last fiscal year, or any currently proposed transaction, that requires disclosure pursuant to Item 404(a) of Regulation S-K.

A copy of the press release issued in connection with this matter is furnished as Exhibit 99.1 to this Form 8-K.

    (d)    Exhibits.

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.