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):
November 29, 2007
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.)
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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
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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
---------------- ------------------------------
John J. Steele
Executive Vice President,
Treasurer and Chief
Financial Officer
Date: December 5, 2007 By: /s/ James L. Johnson
---------------- ------------------------------
James L. Johnson
Senior Vice President,
Controller and Corporate
Secretary
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Exhibit 10.1
[LETTERHEAD OF WERNER ENTERPRISES, INC.]
At the direction of the Compensation Committee of the Board of Directors (the Committee) of Werner Enterprises, Inc., you are hereby notified that the Committee has granted to you an option, pursuant to the Werner Enterprises, Inc. Equity Plan (the Plan) adopted by the Company on May 12, 1987, ratified and approved by the Stockholders of the Company on June 9, 1987, as amended on May 3, 1994, February 8, 2000, May 9, 2000, February 25, 2003, May 11, 2004, and March 15, 2007.
The option granted to you is to purchase ______ shares of the $.01 par value common stock of the Company at the price of $____ per share. The date of grant of this option is the date of this notice, and it is the determination of the Committee that on this date the fair market value of the Company's common stock was $____ per share.
The Committee has established the following limitations upon the exercise of this stock option granted to you:
- ____% of the option may be exercised after the expiration of ____ months from the date of this grant;
- an additional ____% of this option may be exercised after the expiration of ____ months from the date of this grant;
- an additional ____% of the option may be exercised after the expiration of ____ months from the date of this grant;
- an additional ____% of the option may be exercised after the expiration of ____ months from the date of this grant;
- an additional ____% of the option may be exercised after the expiration of ____ months from the date of this grant. (i.e. all options shall be exercisable after the expiration of ____ years from the date of this grant.)
At the time or times when you wish to exercise this option, in part or in whole, please refer to the provisions of the Plan and the above limitations dealing with methods and formalities of exercise of your option.
RECIPIENT: WERNER ENTERPRISES, INC.
___________________________ By __________________________
Recipient Name Name
-------------- ----
Title
-----
___________________________
Date
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RICHARD S. REISER
Executive Vice-President
& General Counsel
Retain the copy of this notice and the Werner Enterprises, Inc. Equity Plan for your records.