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EX-3.1 - EXHIBIT 3.1 - WERNER ENTERPRISES INCwern-20150902xex31.htm


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):
August 27, 2015



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))






ITEM 5.03.
AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

On August 27, 2015, and effective as of that date, the Board of Directors (the “Board”) of Werner Enterprises, Inc. adopted Revised and Restated By-Laws (the “By-Laws), replacing the former Revised and Restated By-Laws in their entirety. The amendments include the following:
Article II, Section 3 was amended so that the term of a director elected to fill a vacancy expires at the next election of shareholders.
Article II, Section 11 was amended to clarify the types of compensation that directors may receive.
Article III, Section 1 was amended to clarify that the Board of Directors shall determine whether or not the positions of Chairman and Vice Chairman are executive officers of the corporation.
Article III, Section 7 was amended and Section 8 was added to separate the offices of Chief Executive Officer and President.
The foregoing description of the amendments to the By-Laws is qualified in its entirety by reference to the full text of the By-Laws, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.


ITEM 9.01.    FINANCIAL STATEMENTS AND EXHIBITS.

(d)    Exhibits.

3.1
Revised and Restated By-Laws of Werner Enterprises, Inc.










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: September 2, 2015
By:
 
/s/ John J. Steele
 
 
 
John J. Steele
 
 
 
Executive Vice President, Treasurer and
Chief Financial Officer
 
 
 
Date: September 2, 2015
By:
 
/s/ James L. Johnson
 
 
 
James L. Johnson
 
 
 
Executive Vice President, Chief Accounting
Officer and Corporate Secretary