Werner Enterprises details 2026 shareholder votes

Werner Enterprises, Inc. reported governance updates from its May 12, 2026 Annual Meeting of Stockholders and a board change.

Rhea-AI Filing Summary

Werner Enterprises, Inc. reported governance updates from its May 12, 2026 Annual Meeting of Stockholders and a board change. Director Carmen A. Tapio retired from the Board effective May 12, 2026, and the company stated her decision was not due to any disagreement with management or the Board.

Stockholders elected three Class II directors and one Class III director, each receiving over 54.4 million votes in favor. Investors also approved the advisory resolution on executive compensation with 54,000,280 votes for, and ratified KPMG LLP as independent registered public accounting firm for the year ending December 31, 2026.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Annual Meeting date: May 12, 2026 Record date: March 5, 2026 Votes for Diane K. Duren: 54,558,313 votes +3 more

6 metrics

Annual Meeting date May 12, 2026 Date of 2026 Annual Meeting of Stockholders

Record date March 5, 2026 Stockholders of record entitled to vote

Votes for Diane K. Duren 54,558,313 votes Election as Class II director

Votes for advisory pay proposal 54,000,280 votes Executive compensation advisory approval

Votes for KPMG ratification 55,653,773 votes Ratification as independent registered public accounting firm for 2026

Audit firm term Year ending December 31, 2026 Engagement period for KPMG LLP

Key Terms

Annual Meeting of Stockholders, advisory resolution on executive compensation, independent registered public accounting firm, broker non-votes

4 terms

Annual Meeting of Stockholders financial

"The Company's Annual Meeting of Stockholders was held on May 12, 2026"

advisory resolution on executive compensation financial

"The Company's stockholders approved the advisory resolution on executive compensation"

independent registered public accounting firm financial

"ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

broker non-votes financial

"Final voting results were as follows Broker For | Withheld | Abstained | Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What board change did Werner Enterprises (WERN) disclose in this 8-K?

Werner Enterprises disclosed that Director Carmen A. Tapio retired from the Board effective May 12, 2026. The company stated her retirement decision did not relate to any disagreement with the company, its management, or the Board regarding operations, policies, or practices.

Which directors were elected at Werner Enterprises' 2026 Annual Meeting?

Stockholders elected Diane K. Duren, Derek J. Leathers, and Michelle D. Livingstone as Class II directors, and M. Gayle Packer as a Class III director. Each received more than 54.4 million votes for, with relatively low withheld votes and standard broker non-votes reported.

How did Werner Enterprises (WERN) stockholders vote on executive compensation?

Stockholders approved the advisory resolution on executive compensation with 54,000,280 votes for, 1,369,015 against, and 840,801 abstentions. There were 1,541,943 broker non-votes. This advisory vote indicates general stockholder support for the company’s executive pay practices as presented.

Who is Werner Enterprises’ independent registered public accounting firm for 2026?

Stockholders ratified KPMG LLP as Werner Enterprises’ independent registered public accounting firm for the year ending December 31, 2026. The ratification received 55,653,773 votes for, 2,094,638 against, and 3,628 abstentions, with no broker non-votes reported on this proposal.

When was the record date for Werner Enterprises’ 2026 Annual Meeting?

The record date for Werner Enterprises’ 2026 Annual Meeting of Stockholders was March 5, 2026. Stockholders of record as of that date were entitled to vote on the election of directors, the advisory vote on executive compensation, and the ratification of KPMG LLP.

What proposals were considered at Werner Enterprises’ 2026 Annual Meeting?

Three proposals were considered: election of three Class II directors and one Class III director, an advisory vote on executive compensation, and ratification of KPMG LLP as independent registered public accounting firm for the year ending December 31, 2026. All proposals received stockholder approval.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/13/2026 - 04:05 PM EDT Learn about SEC filing dates

0000793074false00007930742026-05-122026-05-12

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 12, 2026

WERNER ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Nebraska

0-14690

47-0648386

(State or other jurisdiction of incorporation)

(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)

(402) 895-6640

(Registrant’s telephone number, including area code)

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 CFR240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR40.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 Par Value

WERN

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 5.02.    DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On May 12, 2026, Carmen A. Tapio, Director, gave notice of her decision to retire from the Board of Directors (the “Board”) of Werner Enterprises, Inc. (the “Company”), effective May 12, 2026. Ms. Tapio’s decision to retire does not relate to any disagreement with the Company, its management or the Board on any matter relating to the Company’s operations, policies or practices.

ITEM 5.07.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a)    Annual Meeting Date.

The Company's Annual Meeting of Stockholders was held on May 12, 2026 (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 5, 2026. (Each proposal is described in detail in the Company's definitive proxy statement filed with the SEC on March 31, 2026.)

The final voting results for each proposal are provided below.

Proposal 1. The Company's stockholders elected three Class II directors to serve on the Board for a three-year term expiring at the 2029 Annual Meeting of Stockholders, and elected one Class III director to serve on the Board for a one-year term expiring at the 2027 Annual Meeting of Stockholders. Final voting results were as follows:

																					Broker
			For						Withheld						Abstained						Non-Votes
Diane K. Duren - Class II			54,558,313						1,651,783						—						1,541,943
Derek J. Leathers - Class II			54,471,859						1,738,237						—						1,541,943
Michelle D. Livingstone - Class II			54,798,094						1,412,002						—						1,541,943
M. Gayle Packer - Class III			54,714,810						1,495,286						—						1,541,943

Proposal 2. The Company's stockholders approved the advisory resolution on executive compensation. Final voting results were as follows:

																		Broker
For						Against						Abstained						Non-Votes
54,000,280						1,369,015						840,801						1,541,943

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, 2026. Final voting results were as follows:

																		Broker
For						Against						Abstained						Non-Votes
55,653,773						2,094,638						3,628						—

ITEM 9.01.    FINANCIAL STATEMENTS AND EXHIBITS

    (d)    Exhibits.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 13, 2026			By:						/s/ Christopher D. Wikoff
									Christopher D. Wikoff
									Executive Vice President, Treasurer and Chief Financial Officer
Date: May 13, 2026			By:						/s/ Alan G. Colson
									Alan G. Colson
									Vice President, Controller and Principal Accounting Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.8 KB