Form 8-K - Current report

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):

January 5, 2024

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 January 5, 2024, the Board of Directors (the “Board”) of Werner Enterprises, Inc. (the "Company") appointed Nathan J. Meisgeier, 50, to serve as the Company’s President. Mr. Meisgeier will continue to serve as the Company’s Chief Legal Officer.

The Board made the appointment at the recommendation of Derek J. Leathers, the Company’s Chairman and Chief Executive Officer (“CEO”). Mr. Leathers continues to serve as Chairman and CEO.

Mr. Meisgeier joined the Company in 2005 as Senior Counsel of Litigation. He was appointed as Associate Vice President & Associate General Counsel in 2015 and as Vice President and General Counsel in 2016. In 2018, Mr. Meisgeier was promoted to Executive Vice President and Chief Legal Officer. Company offices are held until the officer’s resignation, removal by the Board, or inability to serve due to death or incapacity.

Mr. Meisgeier does not have any arrangement or understanding with any other person pursuant to which he was selected as the Company’s President or any family relationship with any Company director or executive officer. He has had no interest in any transaction since the beginning of the Company’s last fiscal year, or in any currently proposed transaction, that requires disclosure pursuant to Item 404(a) of Regulation S-K.

In connection with Mr. Meisgeier’s appointment as the Company’s President, no material plan, contract or arrangement to which Mr. Meisgeier is a party or under which he participates has been entered into or materially amended, nor has any grant or award been made or modified under any such plan, contract or arrangement.

A copy of the press release issued in connection with this matter is furnished as Exhibit 99.1 to this Form 8-K.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.


99.1						Press release issued by the registrant on January 10 , 202 4 , “Werner Enterprises Names Nathan Meisgeier as President .”

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: January 10, 2024	By:	/s/ Christopher D. Wikoff
		Christopher D. Wikoff
		Executive Vice President, Treasurer and Chief Financial Officer

Date: January 10, 2024	By:	/s/ James L. Johnson
		James L. Johnson
		Executive Vice President and Chief Accounting Officer

Exhibit 99.1

FOR IMMEDIATE RELEASE

WERNER ENTERPRISES NAMES NATHAN MEISGEIER AS PRESIDENT

OMAHA, Neb.--(BUSINESS WIRE)--January 10, 2024 – Werner Enterprises, Inc. (Nasdaq: WERN), a premier transportation and logistics provider, announced today that, upon the recommendation of its Chairman and Chief Executive Officer, Derek J. Leathers, the Company’s Board of Directors unanimously appointed Nathan J. Meisgeier to serve as Werner’s President, effective January 5, 2024. Mr. Meisgeier will continue to hold the position of Werner’s Chief Legal Officer.

Mr. Leathers will remain the Company’s Chairman and CEO.

Mr. Meisgeier, 50, joined Werner in 2005. Most recently, Mr. Meisgeier has served as Executive Vice President and Chief Legal Officer. Mr. Meisgeier has been a key member of Werner’s executive team since 2016. Prior to joining Werner, from 1998 to 2005, Mr. Meisgeier was with the Kansas City-based law firm of Stinson, Mag & Fizzell. Mr. Meisgeier graduated cum laude from Harvard Law School, and he also holds degrees in Accounting and Economics from the University of Nebraska.

“Since being promoted to Werner’s General Counsel in 2016, Nathan has been a transformative leader across the enterprise, currently acting as Chief of Staff and bringing a remarkable level of integrity and strategic vision to our company. Nathan is a company-first servant leader, naturally connecting with all Werner associates - professional drivers, maintenance associates, and office personnel. Nathan exemplifies the culture that makes Werner a great place to work,” said Mr. Leathers.

“Nathan’s vision will be key in bringing Werner’s DRIVESM strategy to bear, as Werner continues to lead from the front. Nathan has a reputation as a top legal mind within the transportation industry, serving as the Chair of the American Trucking Associations’ Legal Reform Advisory Committee, in addition to holding many other leadership positions within the industry. Nathan also has earned the respect of transportation CEOs and political leaders across the country.”

Mr. Leathers added, “I am excited to continue leading this organization with Nathan serving alongside me as Werner’s President. This change is a testament to the overall depth and strength of Werner’s entire leadership team.”

“I am honored and humbled to be selected by Derek and appointed by Werner’s Board of Directors to be our company’s next President,” said Mr. Meisgeier. “In my 18 years with this great company, I have learned invaluable lessons from many current and former Werner leaders, including both Derek and CL Werner himself. I am fortunate to be a part of the best and one of the most experienced leadership teams in transportation, and I look forward to helping the Werner team write the next chapters in this company’s storied history.”

Werner Enterprises, Inc. - Release of January 10, 2024

Page 2

About Werner Enterprises

Werner Enterprises, Inc. (Nasdaq: WERN) delivers superior truckload transportation and logistics services across the United States, Mexico and Canada. With 2022 revenues of $3.3 billion, an industry-leading modern truck and trailer fleet, nearly 14,000 talented associates and our innovative Werner EDGE technology, we are an essential solutions provider for customers who value the integrity of their supply chain and require safe and exceptional on-time service. Werner provides Dedicated and One-Way Truckload services as well as Logistics services that include truckload brokerage, freight management, intermodal and final mile. As an industry leader, Werner is deeply committed to promoting sustainability and supporting diversity, equity and inclusion.

This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements are based on information presently available to the Company’s management and are current only as of the date made. Actual results could also differ materially from those anticipated as a result of a number of factors, including, but not limited to, those discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and subsequently filed Quarterly Reports on Form 10-Q.

For those reasons, undue reliance should not be placed on any forward-looking statement. The Company assumes no duty to update or revise any forward-looking statement, although it may do so from time to time as management believes is warranted or as may be required by applicable securities law. Any such updates or revisions may be made by filing reports with the U.S. Securities and Exchange Commission (“SEC”), through the issuance of press releases or by other methods of public disclosure.

Contact: Derek J. Leathers

Werner Enterprises, Inc.

(D) 402.894.3529

Source: Werner Enterprises, Inc.

Document and Entity Information Document	Jan. 05, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 05, 2024
Entity File Number	0-14690
Entity Registrant Name	WERNER ENTERPRISES, INC.
Entity Central Index Key	0000793074
Amendment Flag	false
Entity Incorporation, State or Country Code	NE
Entity Tax Identification Number	47-0648386
Entity Address, Address Line One	14507 Frontier Road
Entity Address, Address Line Two	Post Office Box 45308
Entity Address, City or Town	Omaha
Entity Address, State or Province	NE
Entity Address, Postal Zip Code	68145-0308
City Area Code	402
Local Phone Number	895-6640
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 Par Value
Trading Symbol	WERN
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false