---
schema_version: "secwatch.filing_event.v1"
accession: "0000793074-24-000042"
form_type: "8-K"
ticker: "WERN"
cik: "0000793074"
company_name: "WERNER ENTERPRISES INC"
filed_at: "2024-05-15T23:59:59+00:00"
generated_at: "2026-06-01T23:53:25.135741+00:00"
event_type: "other_material"
sentiment: "positive"
materiality_score: 0.55
calibrated_materiality_score: 0.55
confidence: "high"
source: SEC EDGAR
---

# Werner Enterprises authorizes 5M-share repurchase, declares $0.14 quarterly dividend

## Summary
- New stock repurchase program authorized up to 5 million shares; replaces prior authorization with ~1.6M shares remaining.
- Quarterly cash dividend of $0.14 per share declared, payable July 17, 2024 to holders of record July 1, 2024.
- Directors elected: Greene (Class I), Arves and Wellman (Class III); say-on-pay approved; KPMG ratified as auditor.

## SEC filing metadata
- accession: 0000793074-24-000042
- form_type: 8-K
- ticker: WERN
- cik: 0000793074
- company_name: WERNER ENTERPRISES INC
- filed_at: 2024-05-15T23:59:59+00:00
- event_type: other_material
- sentiment: positive
- materiality_score: 0.55
- calibrated_materiality_score: 0.55
- confidence: high
- sec_items: 5.07, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/793074/000079307424000042/0000793074-24-000042-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/793074/000079307424000042/wern-20240514.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000793074-24-000042
- JSON: https://secwatch.observer/filing/0000793074-24-000042.json
- Plain text: https://secwatch.observer/filing/0000793074-24-000042.txt

## Key facts
- Shareholder Votes
  WERNER ENTERPRISES INC shareholders approved Election of one Class I director and two Class III directors at the 2024-05-14 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2024-05-14
  source text: Proposal 1 . The Company's stockholders elected one Class I director to serve on the Company's Board of Directors (the "Board") for a one-year term expiring at the 2025 Annual Meeting of Stockholders and two Class III directors to each serve on the Board for a three-year term expiring at the 2027 Annual Meeting of Stockholders. Final voting results were as follows: Broker For Withheld Abstained Non-Votes Michelle D. Greene-Class I 54,548,748 4,954,672 — 981,117 Scott C. Arves-Class III 51,981,830 7,521,590 — 981,117 Alexi A. Wellman-Class III 52,320,785 7,182,635 — 981,117
  evidence_url: https://www.sec.gov/Archives/edgar/data/793074/000079307424000042/0000793074-24-000042-index.htm
- Shareholder Votes
  WERNER ENTERPRISES INC shareholders approved Ratification of appointment of KPMG LLP as independent registered public accounting firm for year ending December 31, 2024 at the 2024-05-14 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2024-05-14
  source text: Proposal 3 . The Company's stockholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024. Final voting results were as follows: Broker For Against Abstained Non-Votes 59,389,141 1,068,430 26,966 —
  evidence_url: https://www.sec.gov/Archives/edgar/data/793074/000079307424000042/0000793074-24-000042-index.htm
- Shareholder Votes
  WERNER ENTERPRISES INC shareholders approved Advisory resolution on executive compensation at the 2024-05-14 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2024-05-14
  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 52,667,129 6,776,302 59,989 981,117
  evidence_url: https://www.sec.gov/Archives/edgar/data/793074/000079307424000042/0000793074-24-000042-index.htm

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