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, 2012
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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 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
(a) Annual Meeting Date.
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The Annual Meeting of Stockholders of the Company was held on May 8, 2012
(the "Annual Meeting").
(b) Election of Directors and Other Matters Voted Upon.
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At the Annual Meeting, the two proposals stated below were submitted to a
vote of the Company's stockholders of record as of March 19, 2012. (Each
proposal is described in detail in the Company's definitive proxy statement
filed with the SEC on April 3, 2012.)
The final voting results for each proposal are provided below.
Proposal 1. The Company's stockholders elected three Class III directors
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to each serve on the Company's Board for a three-year term expiring at the
2015 Annual Meeting of Stockholders and one Class I director to serve on
the Company's Board for a one-year term expiring at the 2013 Annual Meeting
of Stockholders and until their respective successors are elected and
qualified. Final voting results for the elected directors were as follows:
Broker
For Against Abstained Non-Votes
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Clarence L. Werner 66,478,632 0 1,635,240 1,798,395
Patrick J. Jung 67,273,632 0 840,240 1,798,395
Duane K. Sather 66,978,898 0 1,134,974 1,798,395
Dwaine J. Peetz, Jr., M.D. 66,719,568 0 1,394,304 1,798,395
Proposal 2. The Company's stockholders ratified the appointment of KPMG
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LLP as the Company's independent registered public accounting firm for the
year ending December 31, 2012. Final voting results were as follows:
Broker
For Against Abstained Non-Votes
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69,689,598 213,770 8,899 0
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 8, 2012 By: /s/ John J. Steele
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John J. Steele
Executive Vice President,
Treasurer and Chief
Financial Officer
Date: May 8, 2012 By: /s/ James L. Johnson
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James L. Johnson
Executive Vice President,
Chief Accounting Officer and
Corporate Secretary