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):
July 29, 2011
------------------
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.
On July 29, 2011, the Compensation Committee (the "Committee") of the Board
of Directors of the registrant approved a long-term incentive compensation
award, in the form of restricted stock, to Mr. Derek J. Leathers, the
registrant's President and Chief Operating Officer. Mr. Leathers was
awarded 40,000 restricted shares.
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 in two increments of 20,000
shares each, with the first 20,000 shares vesting on July 29, 2012 (12
months after the grant date) and the second 20,000 shares vesting on
January 29, 2013 (18 months after the grant date). Such long-term incentive
compensation award is 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 previously
disclosed and filed with the U.S. Securities and Exchange Commission.)
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: August 1, 2011 By: /s/ John J. Steele
------------------- ------------------------------
John J. Steele
Executive Vice President,
Treasurer and Chief
Financial Officer
Date: August 1, 2011 By: /s/ James L. Johnson
------------------- ------------------------------
James L. Johnson
Executive Vice President,
Chief Accounting Officer and
Corporate Secretary
