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):
November 29, 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 November 29, 2007, the Compensation Committee (the "Committee") of
the Board of Directors of Werner Enterprises, Inc. (the "Company") approved
the following incentive compensation awards, in the form of annual cash
bonuses and options to purchase shares of the Company's common stock, to
the Company's principal executive officer, principal financial officer, and
other named executive officers.
Cash Stock
Name Title Bonus Options
------------------ --------------------------------- -------- -------
Clarence L. Werner Chairman of the Board $350,000 0
Gary L. Werner Vice Chairman $230,000 0
Gregory L. Werner President and Chief Executive
Officer $350,000 0
Daniel H. Cushman Senior Executive Vice President
and Chief Marketing Officer $245,000 25,000
John J. Steele Executive Vice President,
Treasurer and Chief Financial
Officer $80,000 15,000
The annual cash bonuses, paid on December 3, 2007, were awarded under
the Company's discretionary bonus program. The options to purchase shares
of the Company's common stock were awarded in accordance with the
provisions of the Werner Enterprises, Inc. Equity Plan. The non-qualified
stock options have an exercise price equal to $17.18 (the closing price of
the Company's common stock on the date of grant) and become exercisable in
the following percentages at the specified number of months from grant
date: 15% at 24 months; 20% each at 36, 48, and 60 months; and 25% at 72
months. The stock options will expire on November 30, 2017. The notice of
grant pursuant to which the Company makes awards of non-qualified stock
options is included as an exhibit to this Form 8-K.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibit 10.1 Form of Notice of Grant of Nonqualified Stock
Option.
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: December 5, 2007 By: /s/ John J. Steele
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John J. Steele
Executive Vice President,
Treasurer and Chief
Financial Officer
Date: December 5, 2007 By: /s/ James L. Johnson
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James L. Johnson
Senior Vice President,
Controller and Corporate
Secretary