UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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):
December 2, 2008
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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 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS.
(e) Compensatory Arrangements of Certain Officers.
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On December 2, 2008, the Compensation Committee (the "Committee") of the
Board of Directors of the registrant approved the following performance-
based compensation awards, in the form of annual cash bonuses, to the
registrant's principal executive officer, principal financial officer and
other named executive officers:
NAME TITLE CASH BONUS
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Clarence L. Werner Chairman of the Board $350,000
Gary L. Werner Vice Chairman $230,000
Gregory L. Werner President and Chief Executive Officer $350,000
John J. Steele Executive Vice President, Treasurer $100,000
and Chief Financial Officer
The annual cash bonuses were awarded under the registrant's discretionary
annual cash bonus program and will be paid on December 8, 2008. Such
performance-based compensation awards are determined at the sole discretion
of the Committee.
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, 2008 By: /s/ John J. Steele
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John J. Steele
Executive Vice President,
Treasurer and Chief
Financial Officer
Date: December 5, 2008 By: /s/ James L. Johnson
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James L. Johnson
Senior Vice President,
Controller and Corporate
Secretary