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, 2005
-----------------
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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On November 29, 2005, the Executive Compensation Committee (the
"Committee") of the Board of Directors of Werner Enterprises, Inc. (the
"Company") approved increases to the base salaries for certain of the
Company's named executive officers. Effective December 9, 2005, the base
salaries of the Company's named executive officers will be:
Base
Name Title Salary
------------------- ----------------------------------------- --------
Clarence L. Werner Chairman of the Board and Chief
Executive Officer $675,000
Gary L. Werner Vice Chairman $355,000
Gregory L. Werner President and Chief Operating Officer $420,000
Daniel H. Cushman Senior Executive Vice President, Chief
Marketing and Operational Officer $310,270
Derek J. Leathers Executive Vice President - Van
Division and International $244,003
The Committee also approved the following annual discretionary bonuses
to be paid on December 1, 2005 to the Company's named executive officers:
Name Title Bonus
------------------- ----------------------------------------- --------
Clarence L. Werner Chairman of the Board and Chief
Executive Officer $350,000
Gary L. Werner Vice Chairman $210,000
Gregory L. Werner President and Chief Operating Officer $300,000
Daniel H. Cushman Senior Executive Vice President, Chief
Marketing and Operational Officer $215,000
Derek J. Leathers Executive Vice President - Van
Division and International $200,000
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 2, 2005 By: /s/ John J. Steele
---------------- ------------------------------
John J. Steele
Executive Vice President,
Treasurer and Chief
Financial Officer
Date: December 2, 2005 By: /s/ James L. Johnson
---------------- ------------------------------
James L. Johnson
Senior Vice President,
Controller and Corporate
Secretary