WERN-20130514-8K


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 14, 2013



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 5.07.
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 14, 2013 (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 25, 2013. (Each proposal is described in detail in the Company's definitive proxy statement filed with the SEC on April 9, 2013.)

The final voting results for each proposal are provided below.

Proposal 1. The Company's stockholders elected two Class I directors to each serve on the Company's Board for a three-year term expiring at the 2016 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
Kenneth M. Bird, Ed.D.
65,103,930

 

 
595,185

 
4,895,857

Dwaine J. Peetz, Jr., M.D.
64,919,355

 

 
779,760

 
4,895,857


Proposal 2. The Company's stockholders approved the Company's amended and restated equity plan, including the material terms of the performance goals under such plan. Final voting results were as follows:

 
 
 
 
 
 
Broker
For
 
Against
 
Abstained
 
Non-Votes
64,601,983

 
1,083,643

 
13,489

 
4,895,857


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, 2013. Final voting results were as follows:

 
 
 
 
 
 
Broker
For
 
Against
 
Abstained
 
Non-Votes
70,229,646

 
345,488

 
19,838

 










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 15, 2013
By:
 
/s/ John J. Steele
 
 
 
John J. Steele
 
 
 
Executive Vice President, Treasurer and
Chief Financial Officer
 
 
 
Date: May 15, 2013
By:
 
/s/ James L. Johnson
 
 
 
James L. Johnson
 
 
 
Executive Vice President, Chief Accounting
Officer and Corporate Secretary