UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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, 2007
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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.
On May 8, 2007, the stockholders adopted the amended and restated
Werner Enterprises, Inc. Equity Plan pursuant to which the Board will be
able to grant shares of restricted stock and grant awards of stock options
and stock appreciation rights to non-employee directors and employees. A
description of the material changes to the plan is included in the
registrant's Proxy Statement on Schedule 14A filed with the Securities and
Exchange Commission on April 3, 2007. A copy of the amended and restated
Equity Plan is included as an exhibit to this Form 8-K.
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
FISCAL YEAR.
On May 8, 2007, the Board of Directors ("the Board") of the registrant
adopted an amendment to the Revised and Restated By-Laws of the registrant.
The amendment is effective as of May 8, 2007 and replaces Article IX in its
entirety. Article IX currently provides for indemnification of directors,
officers, employees and agents. The Articles of Incorporation were amended
by the stockholders on May 8, 2007 to provide mandatory indemnification of
directors and officers, and the amended Article IX of the By-Laws permits
the Board to indemnify employees and agents. Article IX of the By-laws,
as amended, reads as set forth below:
INDEMNIFICATION OF NON-DIRECTOR OR NON-OFFICER EMPLOYEES AND
AGENTS
At the discretion of the Board of Directors, the corporation
may indemnify any person who is or was a non-director, non-
officer employee, or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
partner, member of a limited liability company, trustee,
employee, or other agent of another domestic or foreign
corporation, partnership, limited liability company, joint
venture, trust, employee benefit plan or other entity, as
permitted by the Nebraska Business Corporation Act, as amended
from time to time. The indemnification of the officers and
directors shall be as provided by Article VIII of the Articles of
Incorporation of the corporation.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibit 99.1 Werner Enterprises, Inc. Equity Plan adopted by
the stockholders on May 8, 2007.
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 14, 2007 By: /s/ John J. Steele
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John J. Steele
Executive Vice President,
Treasurer and Chief
Financial Officer
Date: May 14, 2007 By: /s/ James L. Johnson
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James L. Johnson
Senior Vice President,
Controller and Corporate
Secretary