WERNER ENTERPRISES INC

Regulatory Filings • May 13, 2014

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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):

May 13, 2014

WERNER ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

NEBRASKA	0-14690	47-0648386
(State or other jurisdiction of incorporation or organization)	(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)

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 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

(a) Annual Meeting Date .

The Annual Meeting of Stockholders of the Company was held on May 13, 2014 (the “Annual Meeting”).

(b) Election of Directors and Other Matters Voted Upon .

At the Annual Meeting, the three proposals stated below were submitted to a vote of the Company's stockholders of record as of March 24, 2014. (Each proposal is described in detail in the Company's definitive proxy statement filed with the SEC on April 7, 2014.)

The final voting results for each proposal are provided below.

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 2017 Annual Meeting of Stockholders and until their respective successors are elected and qualified. Final voting results for the elected directors were as follows:

	For	Against	Abstained	Broker — Non-Votes
Gary L. Werner	64,369,021	—	2,032,685	2,263,007
Gregory L. Werner	65,638,296	—	763,410	2,263,007
Michael L. Steinbach	65,812,582	—	589,124	2,263,007

Proposal 2 . The Company's stockholders approved the advisory resolution on executive compensation. Final voting results were as follows:

For	Against	Abstained	Broker — Non-Votes
61,178,359	5,198,072	25,275	2,263,007

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, 2014. Final voting results were as follows:

For	Against	Abstained	Broker — Non-Votes
68,535,712	108,333	20,668	—

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.

Date: May 13, 2014	WERNER ENTERPRISES, INC. — By:	/s/ John J. Steele
		John J. Steele
		Executive Vice President, Treasurer and Chief Financial Officer
Date: May 13, 2014	By:	/s/ James L. Johnson
		James L. Johnson
		Executive Vice President, Chief Accounting Officer and Corporate Secretary