---
schema_version: "secwatch.filing_event.v1"
accession: "0000793074-23-000030"
form_type: "8-K"
ticker: "WERN"
cik: "0000793074"
company_name: "WERNER ENTERPRISES INC"
filed_at: "2023-05-09T23:59:59+00:00"
generated_at: "2026-06-15T11:00:00.413304+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "high"
source: SEC EDGAR
---

# Shareholders approve new 2023 Long-Term Incentive Plan with 4M shares reserved

## Summary
- Stockholders approved the 2023 Long-Term Incentive Plan, effective May 9, 2023, through May 9, 2033.
- Plan reserves 4,000,000 shares of common stock for awards, superseding the 2013 Amended and Restated Equity Plan.
- Three Class II directors elected: Diane K. Duren, Derek J. Leathers, Michelle D. Livingstone (each >54M votes for).
- Advisory say-on-pay passed with ~96% of votes cast; Board set annual frequency for future say-on-pay votes.
- Shareholders ratified KPMG LLP as independent auditor for FY2023 with 58M votes for.

## SEC filing metadata
- accession: 0000793074-23-000030
- form_type: 8-K
- ticker: WERN
- cik: 0000793074
- company_name: WERNER ENTERPRISES INC
- filed_at: 2023-05-09T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: high
- sec_items: 5.02, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/793074/000079307423000030/0000793074-23-000030-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/793074/000079307423000030/wern-20230509.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000793074-23-000030
- JSON: https://secwatch.observer/filing/0000793074-23-000030.json
- Plain text: https://secwatch.observer/filing/0000793074-23-000030.txt

## Key facts
- Shareholder Votes
  WERNER ENTERPRISES INC shareholders approved Advisory resolution on executive compensation. at the 2023-05-09 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-05-09
  source text: Proposal 2 . The Company's stockholders approved the advisory resolution on executive compensation. Final voting results were as follows: Broker For Against Abstained Non-Votes 53,577,646 2,220,232 37,400 3,904,485
  evidence_url: https://www.sec.gov/Archives/edgar/data/793074/000079307423000030/0000793074-23-000030-index.htm
- Shareholder Votes
  WERNER ENTERPRISES INC shareholders approved Advisory vote on the frequency of future advisory votes on executive compensation. at the 2023-05-09 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-05-09
  source text: Proposal 3 . The Company's stockholders held an advisory vote on the frequency of future advisory votes on executive compensation and voted to conduct such future votes once every year. Final voting results were as follows: Broker Every Year Every Two Years Every Three Years Abstained Non-Votes 51,759,175 10,129 4,032,116 33,858 3,904,485
  evidence_url: https://www.sec.gov/Archives/edgar/data/793074/000079307423000030/0000793074-23-000030-index.htm
- Shareholder Votes
  WERNER ENTERPRISES INC shareholders approved Approval of the Company's 2023 Long-Term Incentive Plan. at the 2023-05-09 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2023-05-09
  source text: Proposal 4 . The Company's stockholders approved the Company's 2023 Long-Term Incentive Plan. Final voting results were as follows: Broker For Against Abstained Non-Votes 54,144,492 1,682,589 8,197 3,904,485
  evidence_url: https://www.sec.gov/Archives/edgar/data/793074/000079307423000030/0000793074-23-000030-index.htm
- Shareholder Votes
  WERNER ENTERPRISES INC shareholders approved Election of three Class II directors to serve on the Company's Board for a three-year term expiring at the 2026 Annual Meeting of Stockholders. at the 2023-05-09 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-05-09
  source text: Proposal 1 . The Company's stockholders elected three Class II directors to each serve on the Company's Board for a three-year term expiring at the 2026 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 Diane K. Duren-Class II 55,272,269 — 563,009 3,904,485 Derek J. Leathers-Class II 54,396,178 — 1,439,100 3,904,485 Michelle D. Livingstone-Class II 55,082,124 — 753,154 3,904,485
  evidence_url: https://www.sec.gov/Archives/edgar/data/793074/000079307423000030/0000793074-23-000030-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.