WERNER ENTERPRISES, INC.
Post Office Box 37308
Omaha, Nebraska 68137
_______________________
FORM OF PROXY
_______________________
This Proxy is solicited on behalf of the Board of Directors for
the Annual Meeting of Stockholders to be held June 21, 1994. The
undersigned hereby appoints Clarence L. Werner as proxy, with the
power to appoint his substitute and hereby authorizes him to
represent and vote, as designated below, all the shares of common
stock of Werner Enterprises, Inc., held of record by the undersigned
as of May 2, 1994, at the Annual Meeting of Stockholders to be held
on June 21, 1994, and any adjournments thereof.
1. Election of Directors.
(Check only one box below. To withhold authority for any individual
nominee, strike through the name of the nominee.)
__
|__| To vote for each of the nominees listed below (* - conditional nomination,
see Election of Directors and Information Regarding Directors):
Clarence L. Werner Gerald Timmerman
Gary L. Werner Gail M. Werner-Robertson
Curtis G. Werner Gregory L. Werner*
Martin F. Thompson Donald W. Rogert*
or
__
|__| To withhold authority to vote for all nominees listed above.
2. To amend the Company's Articles of Incorporation to authorize
the establishment of up to three classes of directors.
__ __ __
|__| FOR |__| AGAINST |__| ABSTAIN
3. To amend the Company's Stock Option Plan as set forth in the
Proxy Statement for Annual Meeting of Stockholders June 21, 1994.
__ __ __
|__| FOR |__| AGAINST |__| ABSTAIN
4. In their discretion, the proxy is authorized to vote upon such
other business as may properly come before the meeting.
This Proxy, when properly executed, will be voted in the manner
directed hereon by the undersigned stockholder. If no direction is
made, this Proxy will be voted FOR the election of all nominees for
director, the amendment to the Articles of Incorporation and the
amendments to the Stock Option Plan. Please sign exactly as your
name appears. When shares are held by joint tenants, both should
sign. When signing as an attorney, executor, administrator, trustee
or guardian, please give full title. If signing as a corporation,
please sign full corporate name by the President or another
authorized officer. If a partnership, please sign in the
partnership name by an authorized person.
______________ ______________ _________________________ ______________
Signature Date Signature if held jointly Date
Please mark, sign, date, and promptly return this form of proxy
using the enclosed self-addressed, postage-paid return envelope.
<PAGE>
WERNER ENTERPRISES, INC.
Post Office Box 37308
Omaha, Nebraska 68137
________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 21, 1994
________________________
Dear Stockholders:
It is a pleasure to invite you to the 1994 Annual Meeting of
Stockholders of Werner Enterprises, Inc. (the "Company") to be held
at the Peter Kiewit Conference Center, 1313 Farnam Street, Omaha,
Nebraska, on Tuesday, June 21, 1994, at 10:00 a.m. for the following
purposes:
1. To elect directors to serve until the end of
their term or until their successors are elected and qualified.
2, To amend the Company's Articles of Incorporation to
authorize the establishment of up to three classes of
directors.
3. To amend the Company's Stock Option Plan as set forth
in the Proxy Statement for Annual Meeting of Stockholders
June 21, 1994.
4. To transact such other business as may properly come
before the meeting or any adjournment thereof.
Stockholders of record at the close of business on May 2, 1994
will be entitled to vote at the meeting or any adjournment thereof.
At the meeting Clarence L. Werner and members of the Company's
management team will discuss the Company's results of operations and
business plans. Members of the Board of Directors and the Company's
management will be present to answer your questions.
A copy of the Company's Annual Report to Stockholders for the
fiscal year ended February 28, 1994 is enclosed.
As stockholders, we encourage you to attend the meeting in
person. Whether or not you plan to attend the meeting, we ask you
to sign, date, and mail the enclosed proxy as promptly as possible
in order to make sure that your shares will be voted in accordance
with your wishes at the meeting in the event that you are unable to
attend. A self-addressed, postage-paid return envelope is enclosed
for your convenience. If you attend the meeting, you may vote by
proxy or you may revoke your proxy and cast your vote in person.
By Order of the Board of Directors
John J. Steele
Secretary and Controller
Omaha, Nebraska
May 16, 1994
<PAGE>
WERNER ENTERPRISES, INC.
Post Office Box 37308
Omaha, Nebraska 68137
________________
PROXY STATEMENT FOR
ANNUAL MEETING OF STOCKHOLDERS
JUNE 21, 1994
_________________________
INTRODUCTION
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors for the Annual
Meeting of Stockholders of Werner Enterprises, Inc. (the Company) to
be held on Tuesday, June 21, 1994, at 10:00 a.m. local time, at the
Peter Kiewit Conference Center, 1313 Farnam Street, Omaha, Nebraska,
and at any adjournments thereof. The meeting will be held for the
purposes set forth in the notice of such meeting on the cover page
hereof. The Proxy Statement, Form of Proxy and Annual Report to
Stockholders are being mailed on or about May 16, 1994. A copy of
the Company's Annual Report to the Securities and Exchange
Commission on Form 10-K (exclusive of exhibits) may be obtained
without charge by writing the Secretary of the Company at the above
mailing address.
A Form of Proxy for use at the Annual Meeting of Stockholders
is enclosed together with a return envelope. Any stockholder who
executes and delivers a proxy has the right to revoke it at any time
prior to its use at the Annual Meeting. Revocation of a proxy may
be effected by filing a written statement with the Secretary of the
Company revoking the proxy, by executing and delivering to the
Company a subsequent proxy before the meeting, or by voting in
person at the meeting. A proxy, when executed and not revoked, will
be voted in accordance with the authorization contained therein.
Unless a stockholder specifies otherwise on the Form of Proxy, all
shares represented will be voted for the election of all directors
named on the following pages.
The cost of soliciting proxies, including the preparation,
assembly and mailing of material, will be paid by the Company.
Directors, officers and regular employees of the Company may solicit
proxies by telephone, telegraph or personal contact, for which they will not
receive any additional compensation in respect of such solicitations. In
addition, the Company has retained Morrow and Co., Inc., a proxy solicitation
firm, to assist in the solicitation of proxies. The charges of this firm are
estimated at $4,500 plus expenses. The Company will also reimburse brokerage
firms and others for all reasonable expenses for forwarding proxy material
to beneficial owners of the Company's stock.
As a matter of policy, proxies, ballots and voting tabulations
that identify individual stockholders are kept private by the
Company. Such documents are available for examination only by
certain representatives associated with processing proxy cards and
tabulating the vote. The vote of any stockholder is not disclosed
except as may be necessary to meet legal requirements.
OUTSTANDING STOCK AND VOTING RIGHTS
On May 2, 1994, the Company had 25,334,016 shares of its $.01
par value common stock outstanding. At the meeting, each stockholder
will be entitled to one vote, in person or by proxy, for each share
of stock owned of record at the close of business on May 2, 1994.
The stock transfer books of the Company will not be closed.
<PAGE>
With respect to the election of directors, stockholders of the
Company, or their proxy if one is appointed, have cumulative voting
rights under the laws of the State of Nebraska. That is,
stockholders, or their proxy, may vote their shares for as many
directors as are to be elected, or may cumulate such shares and give
one nominee as many votes as the number of directors to be elected
multiplied by the number of their shares, or may distribute votes on
the same principle among as many nominees as they may desire. If a
stockholder desires to vote cumulatively, he or she must vote in
person or give his or her specific cumulative voting instructions to
the designated proxy that the number of votes represented by his or
her shares are to be cast for one or more designated nominees. A
stockholder may also withhold authority to vote for any nominee (or
nominees) by striking through the name (or names) of such nominees
on the accompanying Form of Proxy. Assuming the presence of a
quorum, an affirmative vote of the holders of a majority of the
outstanding shares of Common Stock, present in person or represented
by proxy at the 1994 Annual Meeting of Stockholders, is required for
the election of Directors.
If an executed proxy is returned and the shareholder has
abstained from voting on any matter, the shares represented by such
proxy will be considered present at the meeting for purposes of
determining a quorum and for purposes of calculating the vote, but
will not be considered to have been voted in favor of such matter.
If an executed proxy is returned by a broker holding shares in
street name which indicates that the broker does not have
discretionary authority as to certain shares to vote on one or more
matters, such shares will be considered present at the meeting for
purposes of determining a quorum, but will not be considered to be
represented at the meeting for purposes of calculating the vote with
respect to such matter.
On the date of mailing this Proxy Statement, the Board of
Directors has no knowledge of any other matter which will come
before the annual meeting other than the matters described herein.
However, if any such matter is properly presented at the meeting,
the proxy solicited hereby confers discretionary authority to the
proxies to vote in their sole discretion with respect to such
matters, as well as other matters incident to the conduct of the
meeting.
ELECTION OF DIRECTORS AND
INFORMATION REGARDING DIRECTORS
On May 3, 1994, the Board of Directors adopted an amendment to the
Company's Articles of Incorporation authorizing the establishment of up to
three classes of directors having terms ending in different years. Such
amendment is subject to the approval fo the stockholders of the Company.
See "AMENDMENT OF ARTICLES OF INCORPORATION" on pages 13 and 14. Under
Nebraska law, each such class of directors must consist of not less than
three directors. Therefore, the Board of Directors has increased the
number of directors making up the entire Board to nine from the current
number of seven directors. However, the increase in the number of directors
and the nominations of the persons to fill the additional positions on the
Board of Directors are conditioned on the approval of said amendment to the
Articles of Incorporation by the stockholders. Accordingly, the Board of
Directors has nominated the following persons to serve as the directors of
the Company for terms ending on the dates of the annual meeting of
stockholders to be held in the years set forth below and until their
respective successors are duly elected and qualified. However, if the
stockholders reject the proposed amendment to the Company's Articles of
Incorporation, then (i) the nominations of Gregory L. Werner and Donald W.
Rogert will be automatically withdrawn and (ii) each of the remaining
nominees shall be deemed to have been nominated to serve as a director for a
term ending at the 1995 annual meeting of stockholders until their respective
successors are duly elected and qualified. Gregory L. Werner and Donald W.
Rogert have been nominated by the Board to fill the newly created
directorships. All remaining nominees are currently members of the
Board of Directors.
<PAGE>
<TABLE>
<CAPTION>
Position with Company or Term Term
Name Principal Occupation Ending
<S> <C> <C>
Clarence L. Werner Chairman of the Board and Chief Executive Officer (2)(3) 1997
Irving B. Epstein Principal and Director of Epstein and Epstein, Law Offices(1)(2)(3) 1997
Gail M. Werner-Robertson President of GWR Financial, Inc. and GWR Investments, Inc. (1) 1997
Gary L. Werner Vice Chairman, President and Chief Operating Officer 1996
Martin F. Thompson President and Director of Cherry County Livestock Auction Co. (1)(2)(3) 1996
Gregory L. Werner Vice President - Maintenance 1996
Curtis G. Werner Executive Vice President (1) 1995
Gerald H. Timmerman President of Timmerman & Sons Feeding Co., Inc. (1)(3) 1995
Donald W. Rogert Chairman and President of Mallard Sand & Gravel Co. 1995
</TABLE>
__________
(1) Serves on audit committee.
(2) Serves on option committee.
(3) Serves on executive compensation committee.
Clarence L. Werner, 56, operated Werner Enterprises as a sole
proprietorship from 1956 until its incorporation in January 1983. He has
been a director of the Company since its incorporation and served as
President until March 1984. Since 1984, he has been Chairman of the
Board and Chief Executive Officer of the Company.
Gary L. Werner, 36, has been a director of the Company since its
incorporation. Mr. Werner was General Manager of the Company and its
predecessor from 1980 to 1982. He served as Vice President from 1982
until March 1984, when he was named President and Chief Operating Officer
of the Company. Mr. Werner was named Vice Chairman in September 1991. In
September 1993, Mr. Werner also reassumed the duties of President and
Chief Operating Officer.
Curtis G. Werner, 29, became a full-time employee of the Company in
1985, and has worked in operations and marketing. He was promoted to
Director of Safety in 1986 and was promoted to Vice President-Safety in
1987. Mr. Werner was promoted to Vice-President in June 1990, a director
in June 1991 and Executive Vice President in September 1993.
Irving B. Epstein, 67, was elected a director of the Company in
April 1986. He has been engaged in the private practice of law since
1949 and was a partner from 1962 to 1989 in Epstein & Leahy, Omaha,
Nebraska. In 1989, the firm of Epstein & Leahy merged into the law firm
of Gross & Welch, a professional corporation. In 1991, Mr. Epstein
joined the firm of Brodkey & Epstein as a principal and director. Mr.
Epstein formed the firm of Epstein and Epstein in 1993. Mr. Epstein has
been outside counsel to the Company and its predecessor since 1976.
Martin F. Thompson, 74, was elected a director of the Company in
September 1986. Mr. Thompson has been President and a director of Cherry
County Livestock Auction Co., Valentine, Nebraska, since February 1982.
<PAGE>
From 1955 to 1982, he was President and principal stockholder of Chip
Carriers, Inc., Omaha, Nebraska, a contract carrier; he also owned and
operated Thompson Truck Transportation, Inc., Arlington, Texas, a common
carrier from 1977 to 1982.
Gerald H. Timmerman, 54, was elected a director of the Company in
June 1988. Mr. Timmerman has been President since 1970 of Timmerman &
Sons Feeding Co., Inc., Springfield, Nebraska, which is a cattle feeding
and ranching partnership with operations in three midwestern states.
Gail M. Werner-Robertson, 31, was elected a director of the Company
in June 1992. She has been President of GWR Financial, Inc. and GWR
Investments, Inc., financial services companies, since 1989. She is also
the principal attorney of GWR Law Associates, a professional corporation.
From 1977 until 1989, Ms. Werner-Robertson worked in various capacities
at Werner Enterprises including Director of Administration from 1986 to
1989.
Gregory L. Werner, 35, has been a Vice President of the Company
since 1984 and was Treasurer from 1982 until 1986. Mr. Werner has
directed revenue equipment maintenance for the Company and its
predecessor since 1981. He also assumed responsibility for the Company's
Management Information Systems in 1993.
Donald W. Rogert, 67, founded Mallard Sand and Gravel Co. in August
1993 and has been Chairman of the Board and President since that time.
In 1965, Mr. Rogert founded Hartford Sand and Gravel Co. and served as
Chairman of the Board and President from 1981 to 1988. From 1988 to
August 1993, Mr. Rogert attended to various personal investments.
Gary L. Werner, Gregory L. Werner and Curtis G. Werner are sons of
Clarence L. Werner and Gail M. Werner-Robertson is the daughter of
Clarence L. Werner.
The Board of Directors knows of no reason why any of the persons
nominated to be directors might be unable to serve if elected and each
nominee has expressed an intention to serve if elected. There are no
arrangements or understandings between any of the nominees and any other
person pursuant to which any of the nominees was selected as a nominee.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
ELECTION OF EACH NOMINEE TO THE BOARD OF DIRECTORS.
Board of Directors and Committees
The Company has established audit, option and executive compensation
committees. The audit committee discusses the annual report and
resulting letter of comments to management, consults with the auditors
and management regarding the adequacy of internal controls, and
recommends to the Board the appointment of independent auditors for the
next year. The option committee administers the Company's Stock Option
Plan. It has the authority to determine the recipients of options and
stock appreciation rights, the number of shares subject to such options
and the corresponding stock appreciation rights, the date on which these
options and stock appreciation rights are to be granted and are
exercisable, whether or not such options and stock appreciation rights
may be exercisable in installments, and any other terms of the options
and stock appreciation rights consistent with the terms of the plan. The
executive compensation committee reviews and makes recommendations to the
Board of Directors with respect to the compensation of executives. The
Company does not have a standing nominating committee. Functions
normally attributable to a committee of this type are performed by the
Board of Directors as a whole.
<PAGE>
The Board of Directors held four meetings and acted by unanimous
written consent two times during the fiscal year ended February 28, 1994.
There were two meetings of each the audit committee and the option
committee and one meeting of the executive compensation committee during
that period. Each director participated in 75% or more of the Board
meetings, and all committee members participated in each of their
respective committee meetings.
Directors who are not full-time employees of the Company receive a
fee of $1,500 for each meeting of the Board of Directors and for each
committee meeting if not held on a day on which a meeting of the Board of
Directors is held.
Executive Officers
The following table sets forth the executive officers of the Company
and the capacities in which they serve.
<TABLE>
<CAPTION>
Name Age Capacities In Which They Serve
<S> <C> <C>
Clarence L. Werner 56 Chairman of the Board and Chief
Executive Officer
Gary L. Werner 36 Vice Chairman, President and Chief
Operating Officer
Curtis G. Werner 29 Executive Vice President
Wayne R. Childers 60 Senior Vice President - Marketing
Gregory L. Werner 35 Vice President - Maintenance
Robert E. Synowicki, Jr. 35 Vice President, Treasurer and Chief Financial Officer
Alan D. Adams 57 Vice President - Operations
Richard S. Reiser 48 Vice President and General Counsel
Mark A. Martin 32 Vice President - Van Division
Duane D. Henn 56 Vice President - Safety
John J. Steele 36 Secretary and Controller
</TABLE>
See "ELECTION OF DIRECTORS AND INFORMATION REGARDING DIRECTORS" for
information regarding the business experience of Clarence L. Werner, Gary
L. Werner, Curtis G. Werner and Gregory L. Werner.
Wayne R. Childers joined the Company in 1984 as a salesman. He was
promoted to Director of Marketing in 1986 and was named Vice President in
December 1987. Mr. Childers was promoted to Senior Vice President -
Marketing in September 1993. Prior to 1984, Mr. Childers was employed as
Vice President and General Manager of Edward Hines Lumber Company, a
wholesale building material distributor.
<PAGE>
Robert E. Synowicki, Jr. joined the Company in 1987 as a tax and
finance manager. He was appointed Treasurer in 1989 and became Vice
President, Secretary, and Chief Financial Officer in September 1991. Mr.
Synowicki is a certified public accountant and was employed by the firm
of Arthur Andersen & Co., independent public accountants, from 1983 until
his employment with the Company.
Alan D. Adams joined the Company in 1983 as Marketing Director and
was promoted to Director of Operations in 1986. In December 1987, he was
named Vice President. Prior to joining the Company, Mr. Adams was
General Manager of Larson Trucks, Inc. in Bloomington, Minnesota.
Richard S. Reiser joined the Company as Vice President and General
Counsel in February 1993. Mr. Reiser was a partner in the Omaha office
of the law firm of Nelson and Harding from 1975 to January 1984. From
January 1984 until his employment with the Company, he was engaged in the
private practice of law as a principal and director of Gross & Welch, a
professional corporation, Omaha, Nebraska.
Mark A. Martin joined the Company in 1989 as an Account Executive.
He was promoted to Regional Marketing Director in 1991. In December
1993, he was named Vice President - Van Division. Prior to joining the
Company, Mr. Martin was employed as a marketing representative for the
Burlington Motor Carrier Group in Daleville, Indiana.
Duane D. Henn joined the Company in June 1985 as a Driver Recruiter.
He was named National Director of Driver Recruiting in 1986. In June
1988 he was promoted to Director of Safety, and in May 1994 was named
Vice President-Safety. Prior to joining the Company, Mr. Henn spent 20
years in State and County Law Enforcement and 6 years in the Court
System.
John J. Steele joined the Company in 1989 as Controller. He was
elected Secretary in June 1992. Mr. Steele is a certified public
accountant and was employed by the firm of Arthur Andersen & Co.,
independent public accountants, from 1979 until his employment with the
Company.
Under the Company's bylaws, each executive officer holds office for
a term of one year or until his successor is elected and qualified. The
executive officers of the Company are elected by the Board of Directors
at its annual meeting immediately following the annual meeting of
stockholders.
Compliance With Section 16(a) Of The Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors, and persons who own more than
ten percent of a registered class of the Company's equity securities, to
file initial reports of ownership and changes in ownership with the
Securities and Exchange Commission. Officers, directors and greater than
ten-percent shareholders are required by SEC regulation to furnish the
Company with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by
it, or written representations from certain reporting persons that no
Forms 5 were required for those persons, the Company believes that,
during the fiscal year ended February 28, 1994, all filing requirements
applicable to its officers, directors, and greater than ten-percent
beneficial owners were complied with, except that Mr. Wayne R. Childers,
Mr. Robert E. Synowicki, Jr. , Mr. Alan D. Adams, Mr. Richard S. Reiser,
Mr. John J. Steele and Ms. Karen S. Brigham, all current officers or a
previous officer of the Company, were each 14 days late in filing one
report, on Form 4, covering one transaction each.
<PAGE>
SECURITY OWNERSHIP OF DIRECTORS, NOMINEES FOR DIRECTOR,
EXECUTIVE OFFICERS AND PRINCIPAL STOCKHOLDERS
The authorized common stock of the Company consists of 60,000,000
shares, $.01 par value.
The following table sets forth certain information as of May 5,
1994, with respect to the beneficial ownership of the Company's common
stock by each director and each nominee for director of the Company, by
each executive officer of the Company named in the Summary Compensation
Table herein, by each person known to the Company to be the beneficial
owner of more than 5% of the outstanding common stock, and by all
executive officers and directors as a group.
<TABLE>
<CAPTION>
Name of Beneficial Ownership
Beneficial Owner Shares Percent
<S> <C> <C>
Clarence L. Werner (1) 8,073,000 31.9%
Gary L. Werner (1)(2) 1,042,530 4.1%
Curtis G. Werner (1) 791,440 3.1%
Wayne R. Childers (3) 31,271 *
Robert E. Synowicki, Jr. (4) 4,603 *
Irving B. Epstein 800 *
Martin F. Thompson 1,000 *
Gerald H. Timmerman 1,000 *
Gail M. Werner-Robertson (1) 641,440 2.5%
Gregory L. Werner (1) 789,790 3.1%
Donald W. Rogert - *
Wellington Management Company (5) 2,120,320 8.4%
FMR Corp.(6) 1,429,300 5.6%
All executive officers and directors
as a group (16 persons) (7) 11,393,161 44.4%
</TABLE>
___________
* Indicates less than 1%.
(1) The shares of Clarence L. Werner include 834,200 shares held
in a voting trust, of which Mr. Werner is trustee, and 4,800,400 shares
held in a separate trust which names Mr. Werner as the lifetime
beneficiary and trustee and his children, Gary L. Werner, Gregory L.
Werner, Gail M. Werner-Robertson and Curtis G. Werner, as beneficiaries
upon his death. The 4,800,400 shares in trust may be sold only under
certain conditions set forth in the trust agreement. Mr. Werner has the
power to vote all shares as trustee.
<PAGE>
The voting trust is for the benefit of Clarence L. Werner's four
children, and the exclusive power to vote all shares is held by Mr.
Werner as trustee. Under the terms of the voting trust agreement, the
children may sell, pledge or hypothecate their interests in the stock in
the voting trust but such stock must remain subject to the voting trust
agreement. The voting trust agreement does not give the trustee the
power to sell the shares without the unanimous approval of the
beneficiaries. The voting trust will terminate on March 1, 1996 or
sooner if unanimously agreed upon by the beneficiaries and the trustee.
The shares subject to the two trusts may be deemed to be beneficially
owned by the children as well, but have not been shown in the table as
owned by the children. Mr. Clarence L. Werner's address is Werner
Enterprises, Inc., P.O. Box 37308, Omaha, Nebraska 68137.
(2) Includes options to purchase 245,000 shares which are
exercisable as of May 5, 1994.
(3) Includes options to purchase 30,000 shares which are
exercisable as of May 5, 1994.
(4) Includes options to purchase 4,000 shares which are exercisable
as of May 5, 1994 or which become exercisable 60 days thereafter.
(5) Based on Schedule 13G as of December 31, 1993 as filed with the
Securities and Exchange Commission by Wellington Management Company, 75
State Street, Boston, Massachusetts, 02109. Wellington Management
Company claims shared voting power with respect to 1,624,120 shares,
shared dispositive power with respect to 2,120,320 shares, and no sole
voting or dispositive power with respect to any of these shares.
(6) Based on Schedule 13(G) as of December 31, 1993 as filed with
the Securities and Exchange Commission by FMR Corp., 82 Devonshire
Street, Boston, Massachusetts, 02109. FMR Corp. claims sole voting power
with respect to 238,800 shares, sole dispositive power with respect to
1,429,300 shares, and no shared voting or dispositive power with respect
to any of these shares.
(7) Includes options to purchase 290,600 shares which are
exercisable as of May 5, 1994 or which become exercisable 60 days
thereafter. Percentage determined on the basis of 25,624,616 shares of
common stock outstanding.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following table summarizes the compensation paid by the Company
and its subsidiaries to the Company's Chief Executive Officer and to the
Company's four most highly compensated executive officers other than the
Chief Executive Officer who were serving as executive officers at the end
of the year ended February 28, 1994, and one individual who resigned as
an executive officer of the Company during the fiscal year, for services
rendered in all capacities to the Company and its subsidiaries during the
fiscal years ended February 28, 1994, February 28, 1993 and February 29,
1992.
<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Other Securities
Name and Annual Underlying All Other
Principal Fiscal Year Compensation Options / Comp
Position Ended February Salary ($) Bonus ($) ($)(1) SARs (#) ($)(2)
<S> <C> <C> <C> <C> <C> <C>
Clarence L. Werner 1994 470,700 150,000 - - -
Chairman and CEO 1993 457,500 150,000 75,420 - -
1992 451,000 100,000 - - -
Gary L. Werner 1994 176,500 80,000 - - -
Vice Chairman, 1993 176,500 75,000 10,822 - -
President and COO 1992 177,250 75,000 - - -
Curtis G. Werner 1994 108,386 63,000 - - -
Executive 1993 108,636 38,000 11,438 - -
Vice President 1992 106,425 38,000 - - -
Wayne R. Childers 1994 138,708 55,000 - 20,000 3,440
Senior Vice President 1993 125,126 64,000 - - 3,147
Marketing 1992 124,068 28,000 - - 3,444
Robert E. Synowicki, Jr. 1994 100,385 55,000 - 20,000 2,765
Vice President, 1993 91,404 25,000 - - 1,816
Treasurer and CFO 1992 75,489 20,000 - - 2,025
Jacob D. Wood (3) 1994 146,731 - - - 2,773
Former President and COO 1993 150,012 100,000 - - 4,061
1992 125,781 60,000 - - 3,885
</TABLE>
(1) Other annual compensation consists of amounts reimbursed during the
fiscal year ended February 1993 for payment of taxes for Mr. Clarence L.
Werner, Mr. Gary L. Werner and Mr. Curtis G. Werner.
(2) All other compensation reflects the Company's contribution to the
individual 401(k) retirement savings plans of $3,147, $2,570 and $2,548
and the Company's contribution to the employee stock purchase plans of
$293, $195 and $225 of Mr. Wayne R. Childers, Mr. Robert E. Synowicki, Jr.
and Mr. Jacob D. Wood, respectively, for the fiscal year ended February
1994.
(3) Mr. Jacob D. Wood resigned from the Company during the fiscal year ended
February 1994.
<PAGE>
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants
Number of
Securities % of Total Potential Realizable Value
Underlying Options/SARs At Assumed Annual Rates
Options/SARs Granted to Exercise Of Stock Price Appreciation
Granted (1) Employees in Price Expiration For Option Term (2)
Name (#) Fiscal Year ($/Share) Date 5% ($) 10% ($)
<S> <C> <C> <C> <C> <C> <C>
Clarence L. Werner - 0.0% - - - -
Gary L. Werner - 0.0% - - - -
Curtis G. Werner - 0.0% - - - -
Wayne R. Childers 20,000 4.5% $24.00 10-13-03 340,963 889,496
Robert E. Synowicki, Jr. 20,000 4.5% $24.00 10-13-03 340,963 889,496
</TABLE>
(1) Options become exercisable in installments of 25%, 20%, 20%, 20% and 15%
after the expiration of 18, 30, 42, 54 and 66 months, respectively, from the
date of grant.
(2) The potential realizable values assume 5% and 10% annual rates of stock
price appreciation from the grant date based on the options being outstanding
for ten years (expiration of option term). The actual realizable value of
the options in this table depends upon the actual performance of the
Company's stock during the actual period the options are outstanding.
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION/SAR VALUES
Number of Securities Value of Unexercised
Underlying Unexercised In-The Money
Shares Options/SAR's At Options/SAR's At
Acquired Or Value Fiscal Year End Fiscal Year End (1)
Name Exercised(#) Realized($) Exercisable(#) Unexercisable(#) Exercisable($) Unexercisable($)
<S> <C> <C> <C> <C> <C> <C>
Clarence L. Werner - - - - - -
Gary L. Werner - - 245,000 - 5,267,500 -
Curtis G. Werner - - - - - -
Wayne R. Childers 8,000 148,500 30,000 20,000 671,250 100,000
Robert E. Synowicki, Jr. 1,000 21,500 3,000 22,000 60,375 140,250
Jacob D. Wood 115,000 1,985,125 - - - -
</TABLE>
(1) Based on a $29.00 closing price per share of the Company's Common Stock on
February 28, 1994.
<PAGE>
BOARD EXECUTIVE COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The Executive Compensation committee of the Board of Directors has
furnished the following report on executive compensation:
The Executive Compensation Comittee annually reviews and approves the
compensation for the Chairman and Chief Executive Officer ("CEO") of the
Company. In turn, the Chairman and CEO reviews and recommends the compensation
for the Vice Chairman, President and Chief Operating Officer. Compensation for
other executive officers is reviewed and recommended by the Chairman and CEO
and the Vice Chairman, President and Chief Operating Officer. The Executive
Compensation Committee reviews and approves the total pay for the executive
officers of the Company, including the Chairman and CEO.
As with all employees, compensation for the Company's executive officers,
including Clarence L. Werner, Chairman and CEO, is based on individual
performance and the Company's financial performance. The Company's financial
performance is the result of the coordinated efforts of all employees,
including executive officers, through teamwork focused on meeting the
expectations of customers and stockholders. The Company strives to compensate
its executive officers, including the Chairman and CEO, based upon the
following key factors: (1) Salary levels of executives employed by competitors
in the trucking industry and other regional and national companies, (2)
Experience and pay history with the Company, (3) Retention of key executives of
the Company, (4) Relationship of individual and Company financial performance
to compensation increases.
Base salaries and the annual bonus are determined based on the above
factors. The annual bonus plan allows executive officers to earn additional
compensation depending on individual and Company financial performance.
Company financial performance is evaluated by reviewing such factors as the
Company's operating ratio, earnings per share, revenue growth, size and
performance relative to competitors in the trucking industry. Individual
performance is evaluated by reviewing the individual's contribution to these
financial performance goals as well as a review of quantitative and
qualitative factors. Stock options are used as a long-term compensation
incentive and are intended to retain and motivate executives and management
personnel for the purpose of improving stock market performance. Stock
options are granted periodically to executives and management based on the
individual's potential contribution. Stock options are granted with exercise
prices equal to the prevailing market price of the Company's stock on the
date of the grant. Therefore options only have value if the market price
of the stock increases after the grant date.
The Committee compared the total compensation package for Mr. Clarence
L. Werner and the other top Werner executives to the total compensation packages
of the Company's publicly-traded competitors in the truckload industry, as
disclosed in each company's most recent proxy statement. Comparisons were made
on the basis of total pay per tractor operated, total pay as a percentage of
net income, and similiar factors. Both the CEO total pay of the Company's
CEO and the average total pay of the other Company's executives disclosed in
the summary compensation table were in the lower to middle portion of the range
of compensation paid by the Company's publicly-traded competitors in the
truckload industry.
The Executive Compensation Committee has determined it is
unlikely that the Company would pay any amounts in the year ended February
1995 that would result in a loss of Federal income tax deduction under Section
162(m) of the Internal Revenue Code of 1986, as amended, and accordingly, has
not recommended that any special actions be taken or that any plans or programs
be revised at this time.
Clarence L. Werner, Committee Chairman
Irving B. Epstein
Martin F. Thompson
Gerald H. Timmerman
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Clarence L. Werner serves as Chairman of the Executive Compensation
Committee and is also the Chairman and Chief Executive Officer of the Company.
Mr. Epstein serves on the Executive Compensation Committee and is a
principal and director in the law firm of Epstein and Epstein, which acts as
outside counsel to the Company.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
<TABLE>
<CAPTION>
2/28/89 2/28/90 2/28/91 2/29/92 2/28/93 2/28/94
<S> <C> <C> <C> <C> <C> <C>
Werner Enterprises, Inc. $100 $92 $97 $161 $206 $304
Standard & Poors 500 $100 $119 $136 $158 $175 $189
NASDAQ Trucking Group $100 $106 $119 $169 $182 $225
(SIC Code 42)
</TABLE>
Assuming the investment of $100 on February 28, 1989, and
reinvestment of all dividends, the graph above compares the cumulative
total shareholder return on the Company's Common Stock for the last five
fiscal years with the cumulative total return of the Standard & Poors 500
Market Index and an index of other companies that are in the trucking
industry (NASDAQ Trucking Group - SIC Code 42) over the same period.
<PAGE>
AMENDMENT OF ARTICLES OF INCORPORATION
On May 3, 1994, the Board of Directors unanimously approved and
recommended that the stockholders consider and approve an amendment
(the "Proposed Amendment") to Article X of the Company's Articles of
Incorporation that would authorize the establishment of up to three
separate classes of directors. As amended, Article X would read as
follows:
The Board of Directors of the Corporation may be divided into up
to three classes, each class to consist of not less than three
directors and to be as nearly equal in number as possible. The number
of classes of directors and the terms of office for directors in each
such class shall be set forth in the Bylaws of the Corporation.
Any vacancy in the office of a director shall be filled by the
vote of the remaining directors, even if less than a quorum, or by the
sole remaining director. The director class of any directors chosen to
fill vacancies shall be designated by the Board and such directors
shall hold office until the next election of directors of the class of
which they are a member and until their successors shall be elected and
qualified.
Any newly created directorship resulting from any increase in the
number of directors may be filled by the Board of Directors, acting by
a majority of the directors then in office, even if less than a quorum,
or by a sole remaining director. The director class of any directors
chosen to fill newly created directorships shall be designated by the
Board and such directors shall hold office until the next election of
directors of the class of which they are a member and until their
successors shall be elected and qualified
The Board of Directors has also adopted an amendment to the
Company's Bylaws (the "Bylaws") which will divide the Board of
Directors into three classes each consisting of three directors. The
term of office of the directors in the first class will expire at the
1995 annual meeting of stockholders. The term of office of the
directors in the second class will expire at the 1996 annual meeting of
stockholders. The term of office of the directors in the third class
will expire at the 1997 annual meeting of stockholders. See "ELECTION
OF DIRECTORS AND INFORMATION REGARDING DIRECTORS." Beginning with the
1995 annual meeting of stockholders and at each annual meeting
thereafter, directors of the class then being elected will hold office
for terms of three years. If at any time the number of directors is
increased or decreased, the increase or decrease will be apportioned
between the classes so as to keep the number of directors in each class
as even as possible.
The amendment of the Bylaws does not require the approval of the
stockholders, but was adopted by the Board of Directors conditioned
upon the approval of the Proposed Amendment by the stockholders. If
the stockholders reject the Proposed Amendment, then (i) the amendment to
the Bylaws will not be adopted (ii) the nominations of Gregory L. Werner and
Donald W. Rogert will automatically be withdrawn and (iii) each of the
remaining persons nominated to serve as directors listed under "ELECTION OF
DIRECTORS AND INFORMATION REGARDING DIRECTORS" will be deemed to be nominated
for terms ending at the 1995 annual meeting of stockholders.
The Board of Directors believes that it is in the best interest of
the Company and its stockholders to adopt the Proposed Amendment and is
recommending that the amendment be approved by stockholders. The Board
of Directors believes that the Proposed Amendment will promote
continuity and stability in the leadership and policies of the Company
and thereby facilitate long-range planning for the Company's business
and have a positive effect on employee loyalty and customer confidence,
which are important factors to the Company's business. The proposed
Amendment is also designed to discourage certain types of tactics which
could involve actual or threatened changes in control that are not in
the best interests of the stockholders.
<PAGE>
The Board is not offering the Proposed Amendment in response to
any specific efforts to accumulate shares of the Company's Common Stock
or to otherwise change control of the Company. The Proposed Amendment
will not and is not intended to, prevent a purchase of all or a
majority of the Company's Common Stock, nor is it intended to deter
bids for such stock. However, the Board of Directors believes that the
amendments will discourage disruptive tactics and encourage persons who
may seek to acquire control of the Company to initiate such an
acquisition through negotiations with the Board of Directors. The
Board of Directors believes that it will, therefore, be in a better
position to protect the interests of all stockholders and stockholders
will have a better opportunity to evaluate any such action.
However, takeovers or changes in the board of directors of a
company that are accomplished without the prior consent of the board of
directors are not necessarily detrimental to the best interests of
stockholders. Stockholders should note that the Proposed Amendment may
have the effect of making it more difficult to change the composition
of the Board of Directors. If the Proposed Amendment is adopted, then
two stockholders meetings, instead of one, will be required to effect a
change in the majority of the Board of Directors. This may have the
effect of discouraging tender offers for all or a portion of the
Company's Common Stock, proxy contests or other takeover-related
actions, even though some or a majority of the stockholders might
believe such actions to be beneficial. To the extent a potential
acquirer of the Company is so deterred by the Proposed Amendment,
stockholders could be deprived of opportunities to sell their shares at
a premium above the existing market price. In addition, the Proposed
Amendment may have the effect of preserving the incumbent management by
authorizing an extension of the term of directors to three years.
Under Nebraska law, the adoption of the Proposed Amendment
requires the affirmative vote of the holders of two-thirds of all of
the issued and outstanding shares of the Common Stock of the Company
entitled to vote thereon at the annual meeting. If the Proposed
Amendment is approved by the stockholders, it will become effective
upon the filing of a Certificate of Amendment with the Secretary of
State of the State of Nebraska, which is expected to be accomplished as
promptly as practicable after such approval is obtained.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
PROPOSED AMENDMENT TO THE ARTICLES OF INCORPORATION.
AMENDMENT OF STOCK OPTION PLAN
The stockholders of the Company approved the Werner Enterprises,
Inc. Stock Option Plan (the "Plan") on June 9, 1987, at their annual
meeting. The Plan authorizes the grant of nonqualified stock options
and stock appreciation rights in order to help attract and retain key
employees by providing them with participatory rights in the future
success and growth of the Company. On May 3, 1994, the Board of
Directors unanimously approved and recommended that the stockholders
consider and approve amendments to Sections 7(c), 9, 10, and 18 of the
Plan (the "Plan Amendments"). The relevant portions of these sections
as currently in effect and the proposed Plan Amendments are generally
described below.
Section 7(c) of the Plan currently provides that stock options may
not be granted if they would not be exercisable until after the
participant reaches normal retirement age. If the Plan Amendments are
approved by the stockholders, this provision will be deleted from
Section 7(c).
Section 9 of the Plan currently provides that a participants'
stock option rights and stock appreciation rights immediately terminate
when a participant's employment with the Company ceases for a reason
other than death, early or normal retirement or total disability.
Accordingly, under the current terms of the Plan, a participant's
options and stock appreciation rights will terminate if the
participant's employment is voluntarily or involuntarily terminated.
In addition, the Plan now provides that the Company's option committee
may cancel a stock option or stock appreciation right that is otherwise
exercisable during the three-month period after a participant's
<PAGE>
employment with the Company ceases if the option committee determines
that the participant engages in employment or activities contrary to
the best interests of the Company.
If the Plan Amendments are approved by the requisite number of
stockholders, the stock options and stock appreciation rights of any
participant whose employment is terminated by the Company will
terminate immediately. However, Plan participants who voluntarily
terminate their employment with the Company may exercise stock options
and stock appreciation rights that are otherwise exercisable on the
date they leave the Company for up to 180 days thereafter, subject to
the power of the option committee to terminate such options and stock
appreciation rights during that period for the reasons stated above.
As amended, Section 9 of the Plan would read as follows:
9. Termination of Employment. A Participant's Options and
Stock Appreciation Rights will immediately terminate and his or her
right to exercise Options and Stock Appreciation Rights will
immediately terminate upon the involuntary termination by the Company
of the Participant's employment with the Company or a subsidiary of the
Company. If a Participant's employment with the Company or a
subsidiary of the Company is voluntarily terminated by the Participant,
the Participant may exercise his or her Options or Stock Appreciation
Rights that are otherwise exercisable pursuant to this Plan on the date
of such termination for up to and including one hundred and eighty
(180) days after such termination of his or her employment, but in no
event shall any Option or Stock Appreciation Right be exercisable more
than ten years and one day from the date it was granted. The Committee
has the right to cancel an Option or Stock Appreciation Right during
such 180 day period if the Participant engages in employment or
activities contrary, in the opinion of the Committee, to the best
interests of the Company. The Committee shall also determine in each
case whether a termination of employment (including a termination due
to disability) shall be considered voluntary or involuntary. In
addition, the Committee shall determine, subject to applicable law,
whether a leave of absence or similar circumstance shall constitute a
termination of employment and the date upon which a termination
resulting therefrom became effective. Any such determination of the
Committee shall be final and conclusive, unless overruled by the entire
Board of Directors at its next regular or special meeting. A
Participant's right to exercise Options or Stock Appreciation Rights
after his or her death are governed by Section 10 of this Plan.
Section 10 of the Plan currently permits the executors,
administrators, legatees or heirs of participants who die within three
months of their retirement or termination of employment with the
Company to exercise stock options or stock appreciation rights for one
year after the participant's death., if the stock options or stock
appreciation rights were exercisable on the date thereof. If the Plan
Amendments are approved by the stockholders, the three month period
will be extended to 180 days so as to be consistent with the amendments
made to Section 9 of the Plan.
Section 18 of the Plan currently provides that the Plan terminates
on June 8, 1997. If the Plan Amendments are approved by the
stockholders, this termination date will be deleted and the Plan will
continue until terminated by the Board of Directors.
In the opinion of the Board of Directors, the operation of the
Plan will continue to be consistent with the underlying purposes of the
Plan after the implementation of the Plan Amendments.
<PAGE>
The affirmative vote of the holders of at least a majority of the
outstanding shares of common stock of the Company is required to
approve the Plan Amendments. The Plan Amendments are being voted on in
their entirety. Therefore, a vote must be cast either for or against
all of the Plan Amendments as a group.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
PROPOSED PLAN AMENDMENTS TO THE STOCK OPTION PLAN.
INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen & Co. has served as the independent public
accountants of the Company since its incorporation in 1983. It is
anticipated that the audit committee will recommend that the Board of
Directors select Arthur Andersen & Co. to serve as independent public
accountants for the Company for the fiscal year ending February 28,
1995. Such selection will be made by the Board of Directors at its
annual meeting which is scheduled to occur immediately following the
1994 Annual Meeting of Stockholders. Representatives of Arthur
Andersen & Co. will be present at the Annual Meeting of Stockholders,
will have an opportunity to make a statement if they so desire, and
will be available to respond to appropriate questions.
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the 1995 Annual
Meeting of Stockholders must be received by the Secretary of the
Company on or before January 15, 1995, to be eligible for inclusion in
the Company's 1995 proxy materials. The inclusion of any such proposal
in such proxy material shall be subject to the requirements of the
proxy rules adopted under the Securities Exchange Act of 1934, as
amended.
Stockholder proposals submitted for presentation at the Annual
Meeting must be received by the Secretary of the Company at its home
office no later than June 1, 1994. Such proposals must set forth (in)
a brief description of the business desired to be brought before the
annual meeting and the reason for conducting such business at the
annual meeting, (ii) the name and address of the stockholder proposing
such business, (iii) the class and number of shares of the Company's
Common Stock beneficially owned by such stockholder and (iv) any
material interest of such stockholder in such business. Nominations
for directors may be submitted by stockholders by delivery of such
nominations in writing to the Secretary of the Company by June 1, 1994.
Only stockholders of record as of May 2, 1994 are entitled to bring
business before the Annual Meeting or make nominations for directors.
OTHER BUSINESS
Management of the Company knows of no business that will be
presented for consideration at the Annual Meeting of Stockholders other
than that described in the Proxy Statement. As to other business, if
any, that may properly be brought before the meeting, it is intended
that proxies solicited by the Board will be voted in accordance with
the best judgment of the person voting the proxies.
Stockholders are urged to complete, date, sign and return the
proxy enclosed in the envelope provided. Prompt response will greatly
facilitate arrangements for the meeting, and your cooperation will be
appreciated.
By Order of the Board of Directors
John J. Steele
Secretary and Controller
