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 OfficersITEM 5.02.
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On August 15, 2017, Duane K. Sather, Director, gave notice of his decision to retire from the Board of Directors of Werner Enterprises, Inc. (the “Company”), effective August 15, 2017. Mr. Sather’s decision to retire does not relate to any disagreement with the Company, its management or the Board of Directors (the “Board”) on any matter relating to the Company’s operations, policies or practices.
The Nominating and Corporate Governance Committee nominated Michael L. Gallagher as a director candidate. In accordance with the By-Laws of the Company, the Board voted to appoint Mr. Gallagher as a member of the Company’s Board on August 15, 2017 to fill the Class III directorship vacancy created by Mr. Sather’s retirement. The Board also appointed Mr. Gallagher to serve as a member of the Audit Committee and the Nominating and Corporate Governance Committee. Mr. Gallagher will receive the same compensation package as received by other independent members of the Board. This package provides for the following annual amounts: (i) $50,000 cash retainer for Board membership, (ii) restricted stock award valued at $50,000 with time-based vesting over three years, and (iii) cash retainers for committee chairs. Cash compensation is paid in quarterly installments. There are no arrangements or understandings between Mr. Gallagher and any other persons to which Mr. Gallagher was selected as a director. Mr. Gallagher has not had an interest in any transaction since the beginning of the Company’s last fiscal year, or any currently proposed transaction, that requires disclosure to Item 404(a) of Regulation S-K.
A copy of the press release issued in connection with these matters is furnished as Exhibit 99.1 to this Form 8-K.
ITEM 9.01.FINANCIAL STATEMENTS AND EXHIBITS.
(d)Exhibits.
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99.1 |
Press release issued by the registrant on August 15, 2017, “Werner Enterprises Announces Board of Director Appointment”. |
WERNER ENTERPRISES INC ExhibitEX-99.1 2 wern-20170815xex99.htm EXHIBIT 99.1 Exhibit Exhibit 99.1 Werner Enterprises,…To view the full exhibit click here
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.