WERNER ENTERPRISES, INC. (NASDAQ:WERN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
ITEM 5.02.
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DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS |
the Board of Directors of Werner Enterprises, Inc. (the Company)
approved a performance-based cash bonus program (Annual Incentive
Plan or AIP). Cash performance awards under the AIP are subject to
the terms and conditions for Performance Awards in the Companys
Amended and Restated Equity Plan, as amended and restated on May
14, 2013 (the Plan). The AIP is funded based on the achievement of
an earnings before interest, taxes, depreciation and amortization
threshold.
executive’s base salary (50% of base salary for Mr. Leathers, 70%
for Mr. Nordlund, and 60% for the other named executive officers).
Each executive can earn from 0% to 200% of their target payout
based on the attainment of certain performance goals. The Committee
approved the performance goals for the 2017 fiscal year for the
AIP. The performance measures and weighting are: (i) operating
income >55%, (ii) revenues, excluding fuel surcharge revenues
>25%, and (iii) individual performance 20%.
Restricted Stock (RS) and Performance Stock (PS) to the named
executive officers of the Company as provided in the table below.
Each RS and PS represents one share of the Company’s common stock.
The RS vests in four equal installments on each of the first four
anniversaries from the grant date. The PS only vests if the Company
meets specified performance objectives related to diluted earnings
per share for a two-year period, beginning with the 2017 fiscal
year and ending on December 31, 2018. All earned PS will cliff vest
in one installment on the third anniversary from the grant date.
executive officers (amounts in equivalent shares):
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Named Executive Officer
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RS (#)
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PS (#) *
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Derek J. Leathers
President and Chief Executive Officer
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24,062
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24,169
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H. Marty Nordlund
Senior Executive Vice President and Chief Operating
Officer |
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9,255
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9,296
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John J. Steele
Executive Vice President, Treasurer and Chief Financial
Officer |
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4,627
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4,648
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Jim S. Schelble
Executive Vice President and Chief Administrative
Officer |
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4,627
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4,648
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James L. Johnson
Executive Vice President, Chief Accounting Officer and
Corporate Secretary |
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4,627
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4,648
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_____________
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* PS amounts are presented at the target level of
performance. Actual vesting ranges between 0% and 200% of the target, depending on actual performance, and has a total shareholder return (TSR) modifier that can cap the vesting at 150% based on the Company’s TSR for the three-year period ending December 31, 2019. |
rights and obligations and are qualified in their entirety by
reference to the Plan filed as Exhibit 10.1 to the Companys
Quarterly Report on Form 10-Q for the quarter ended June 30, 2013,
which is incorporated by reference herein.
About WERNER ENTERPRISES, INC. (NASDAQ:WERN)
Werner Enterprises, Inc. is a transportation and logistics company. The Company is engaged in transporting truckload shipments of general commodities in both interstate and intrastate commerce. The Company operates through two segments: Truckload Transportation Services (Truckload) and Value Added Services (VAS). The Company also provides logistics services through its VAS division. Truckload segment comprises the One-Way Truckload and Specialized Services units. The Company’s VAS segment is a non-asset-based transportation and logistics provider. VAS comprises operating units that provide non-trucking services to its customers, including truck brokerage, freight management, the intermodal unit and Werner Global Logistics international. The Company has a fleet of approximately 7,450 trucks, of which over 6,640 are Company-operated and over 810 are owned and operated by independent contractors. Its VAS division operates over 60 additional intermodal drayage trucks. WERNER ENTERPRISES, INC. (NASDAQ:WERN) Recent Trading Information
WERNER ENTERPRISES, INC. (NASDAQ:WERN) closed its last trading session down -0.85 at 24.35 with 856,089 shares trading hands.