SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted
by rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
WERNER ENTERPRISES, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to the Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
_________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
_________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
_________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
_________________________________________________________________
(5) Total fee paid:
_________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
_________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
_________________________________________________________________
(3) Filing Party:
_________________________________________________________________
(4) Date Filed:
_________________________________________________________________
<PAGE>
WERNER ENTERPRISES, INC.
Post Office Box 37308
Omaha, Nebraska 68137
___________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 2, 1995
___________
Dear Stockholders:
It is a pleasure to invite you to the 1995 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, May 2,
1995, 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 transact such other business as may properly come before the meeting
or any adjournment thereof.
Stockholders of record at the close of business on March 14, 1995 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 year
ended December 31, 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
Vice President - Controller and Secretary
Omaha, Nebraska
March 21, 1995
<PAGE>
WERNER ENTERPRISES
Post Office Box 37308
Omaha, Nebraska 68137
___________
PROXY STATEMENT FOR
ANNUAL MEETING OF STOCKHOLDERS
MAY 2, 1995
___________
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, May 2, 1995, 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 by the Company on or about March 21, 1995. 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 self-addressed, postage-paid 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 nominees for
director.
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. The Company will 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 March 14, 1995, the Company had 25,177,616 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 March 14, 1995. The stock transfer books of
the Company will not be closed.
1
<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 1995 Annual
Meeting of Stockholders, is required for the election of Directors.
If an executed proxy is returned and the stockholder 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
The Articles of Incorporation of the Company provide that there shall be
up to three separate classes of directors, each consisting of not less than
three directors, and as nearly equal in number as possible. The Bylaws of the
Company divide the Board of Directors into three classes each consisting of
three directors. The term of office of the directors in the first class
expires at the 1995 Annual Meeting of Stockholders. The term of office of the
directors in the second class expires 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. 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 a term of
three years. Each of the Class I directors, whose terms will expire at the
1995 Annual Meeting, has been nominated for re-election at the meeting for
terms expiring at the 1998 Annual Meeting and until their successors are
duly elected and qualified:
Class I
Term Expiring 1998
Curtis G. Werner
Gerald H. Timmerman
Donald W. Rogert
2
<PAGE>
<TABLE>
<CAPTION>
Information concerning the names, ages, terms, positions with the Company
and/or business experience of the Company's current directors is set forth
below.
Name Position with Company or Principal Occupation Term Ends
<S> <C> <C>
Clarence L. Werner Chairman of the Board and Chief Executive Officer (2)(3) 1997
Gary L. Werner Vice Chairman and President 1996
Curtis G. Werner Executive Vice President and Chief Operating Officer (1)(2) 1995
Irving B. Epstein Partner of Epstein and Epstein, Law Offices(1)(2)(3) 1997
Martin F. Thompson Retired President and Director of Cherry County Livestock 1996
Auction Co. (1)(2)(3)
Gerald H. Timmerman President of Timmerman & Sons Feeding Co., Inc. (1)(3) 1995
Gail M. Werner-Robertson President of GWR Financial, Inc. and 1997
GWR Investments, Inc. (1)
Gregory L. Werner Vice President - Maintenance 1996
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, 57, operated Werner Enterprises as a sole proprietor-
ship 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, 37, 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, 30, began employment with the Company in 1985 and was
promoted to Director of Safety in 1986. He was promoted to Vice President-
Safety in 1987. Mr. Werner was promoted to Vice President in June 1990, a
director in June 1991, Executive Vice President in September 1993, and
Executive Vice President and Chief Operating Officer in September 1994.
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 partner. 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 was President and a director of Cherry County Livestock
Auction Co., Valentine, Nebraska, from February 1982 through August 1992 and
is currently retired. 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, 55, 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.
3
<PAGE>
Gail M. Werner-Robertson, 32, 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, was elected a director of the Company in June 1994.
He 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, was elected a director of the Company in June 1994.
He 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 audit 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.
The Board of Directors held four meetings and acted by unanimous written
consent three times during the year ended December 31, 1994. There were three
meetings of the audit committee, one meeting of the executive compensation
committee and no meetings of the option 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.
4
<PAGE>
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 57 Chairman of the Board and Chief Executive Officer
Gary L. Werner 37 Vice Chairman and President
Curtis G. Werner 30 Executive Vice President and Chief Operating Officer
Wayne R. Childers 61 Senior Vice President - Marketing
Gregory L. Werner 35 Vice President - Maintenance
Robert E. Synowicki, Jr. 36 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 33 Vice President - Van Division
Duane D. Henn 57 Vice President - Safety
Larry P. Williams 49 Vice President - Logistics and Dedicated Fleets
John J. Steele 37 Vice President - Controller and Secretary
</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.
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,
Treasurer 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 - Operations. 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.
5
<PAGE>
Larry P. Williams joined the Company in 1988 as an Account Executive. In
December 1991, he was promoted to Director of Regional Fleets. He was named
Vice President - Logistics and Dedicated Fleets in October 1994. Prior to
joining the Company, Mr. Williams held various management positions with
United Parcel Service.
John J. Steele joined the Company in 1989 as Controller. He was elected
Secretary in June 1992 and Vice President - Controller and Secretary in
December 1994. 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 year ended
December 31, 1994, all filing requirements applicable to its officers,
directors, and greater than ten-percent beneficial owners were complied with.
SECURITY OWNERSHIP OF DIRECTORS,
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 February 28,
1995, 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. On February 28, 1995, the Company had 25,207,616
shares of common stock outstanding.
<TABLE>
<CAPTION>
Beneficial Ownership
Name of Beneficial Owner Shares Percent
<S> <C> <C>
Clarence L. Werner (1) 8,052,000 31.9%
Gary L. Werner (1)(2) 1,042,530 4.1%
Curtis G. Werner (1) 791,440 3.1%
Wayne R. Childers (3) 36,739 *
Robert E. Synowicki, Jr. (4) 9,647 *
Irving B. Epstein 1,600 *
Martin F. Thompson 1,000 *
Gerald H. Timmerman 2,000 *
Gail M. Werner-Robertson (1) 646,440 2.6%
Gregory L. Werner (1) 789,790 3.1%
Donald W. Rogert 1,000 *
Wellington Management Company (5) 2,913,352 11.6%
All executive officers and directors as a group
(17 persons) (6) 11,406,273 44.7%
</TABLE>
___________
*Indicates less than 1%.
6
<PAGE>
(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.
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
February 28, 1995.
(3) Includes options to purchase 35,000 shares which are exercisable as of
February 28, 1995 or which become exercisable 60 days thereafter.
(4) Includes options to purchase 9,000 shares which are exercisable as of
February 28, 1995 or which become exercisable 60 days thereafter.
(5) Based on Schedule 13G as of December 31, 1994 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 2,023,152 shares,
shared dispositive power with respect to 2,913,352 shares, and no sole
voting or dispositive power with respect to any of these shares.
(6) Includes options to purchase 318,600 shares which are exercisable as of
February 28, 1995 or which become exercisable 60 days thereafter.
Percentage determined on the basis of 25,526,216 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 December
31, 1994, for services rendered in all capacities to the Company and its
subsidiaries during the three fiscal years ended December 31, 1994.
7
<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term
Compensation
Annual Compensation Awards
Securities
Other Annual Underlying All Other
Compensation Options/ Comp
Name and Principal Position Year Salary ($) Bonus ($) ($)(1) SARs (#) ($)(2)
<S> <C> <C> <C> <C> <C> <C>
Clarence L. Werner 1994 444,000 150,000 - - -
Chairman and Chief Executive Officer 1993 449,800 150,000 75,420 - -
1992 454,000 150,000 - - -
Gary L. Werner 1994 175,500 80,000 - - -
Vice Chairman and President 1993 175,600 80,000 10,822 - -
1992 176,500 75,750 - - -
Curtis G. Werner 1994 106,886 63,500 - - -
Executive Vice President and 1993 106,986 63,000 11,438 - -
Chief Operating Officer 1992 107,886 38,750 - - -
Wayne R. Childers 1994 151,163 55,000 - - 4,043
Senior Vice President - Marketing 1993 135,456 55,000 - 20,000 3,419
1992 125,902 64,000 - - 3,333
Robert E. Synowicki, Jr. 1994 105,000 55,000 - - 3,115
Vice President, Treasurer and 1993 98,846 55,000 - 20,000 2,741
Chief Financial Officer 1992 90,215 25,250 - - 1,928
</TABLE>
___________
(1) Other annual compensation consists of amounts reimbursed during 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 $3,750 and $2,920 and the
Company's contribution to the employee stock purchase plans of $293 and
$195 of Mr. Wayne R. Childers and Mr. Robert E. Synowicki, Jr.,
respectively, for 1994.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The Company did not grant any stock options or stock appreciation rights
during 1994.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-The-Money
Shares Options/SAR's At Options/SAR's At
Acquired On Value December 31, 1994 December 31 ,1994 (1)
Name Exercise (#) Realized ($) Exercisable (#) Unexercisable (#) Exercisable ($) Unexercisable ($)
<S> <C> <C> <C> <C> <C> <C>
Clarence L. Werner - - - - - -
Gary L. Werner - - 245,000 - 3,981,250 -
Curtis G. Werner - - - - - -
Wayne R. Childers 2,000 45,750 30,000 20,000 513,750 -
Robert E. Synowicki, Jr. 1,000 21,500 4,000 21,000 59,500 14,875
</TABLE>
___________
(1) Based on a $23.75 closing price per share of the Company's Common Stock on
December 31, 1994.
8
<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 Committee 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 and President. Compensation for other executive officers
is reviewed and recommended by the Chairman and CEO and the Vice Chairman and
President. The Executive Compensation Committee reviews and approves the total
compensation 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 and 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 the Company's financial performance,
which should, in turn, improve the Company's stock performance. Stock
options are granted periodically to executives and management based on the
individuals' performance and 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 Company's 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 many of the Company's publicly-traded competitors in the truckload
industry, as disclosed on each company's most recently available proxy
statement. Comparisons were made on the basis of total compensation per
tractor operated, total compensation as a percentage of net income and
similar factors. Both the total compensation of the Company's CEO and the
average total compensation of the Company's other executives disclosed in
the summary compensation table were in the lower to middle of the range of
compensation paid by many of the Company's publicly-traded competitors in
the truckload industry. Mr. Clarence L. Werner did not participate in the
decision regarding his compensation.
The Executive Compensation Committee has determined it is unlikely that
the Company would pay any amounts in the year ended December 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
9
<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
partner in the law firm of Epstein and Epstein, which serves as outside
counsel to the Company.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
<*>GRAPH<*>
<TABLE>
<CAPTION>
12/31/89 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94
<S> <C> <C> <C> <C> <C> <C>
Werner Enterprises, Inc. $100 $80 $136 $216 $290 $227
Standard & Poors 500 $100 $97 $127 $136 $149 $151
NASDAQ Trucking Group $100 $88 $133 $166 $186 $176
(SIC Code 42)
</TABLE>
Assuming the investment of $100 on December 31, 1989, and reinvestment of
all dividends, the graph above compares the cumulative total stockholder
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 -
Standard Industrial Classification (SIC) Code 42) over the same period.
CERTAIN TRANSACTIONS
The Company leases certain land from the Clarence L. Werner Revocable
Trust (the Trust), a related party. Clarence L. Werner, Chairman of the
Board and Chief Executive Officer, is the sole beneficiary and trustee of
the Trust. The land and related improvements consist of lodging facilities
and a sporting clay range and are used by the Company for business meetings
and customer promotion. The 20 year lease, which began in 1994, does not
require the Company to make rental payments to the Trust in exchange for use
of the property. Either party may terminate the lease after 10 years by
10
<PAGE>
providing prior written notification of its intent to do so. The Company has
made leasehold improvements to the land of approximately $1.0 million. The
Company anticipates completing the improvements during 1995, and estimates
that the cost of completing the remaining improvements will not exceed
$100,000. The terms of the lease provide that, should the Trust exercise its
right to terminate the lease after 10 years, the Trust will reimburse the
Company for an amount equal to the original cost of the leasehold
improvements, less accumulated depreciation calculated on a straight-line
basis over the term of the lease (20 years).
INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP 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 LLP
to serve as independent public accountants for the Company for the year ending
December 31, 1995. Such selection will be made by the Board of Directors at
its Annual Meeting which is scheduled to occur immediately following the 1995
Annual Meeting of Stockholders. Representatives of Arthur Andersen LLP 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 from stockholders.
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the 1996 Annual Meeting
of Stockholders must be received by the Secretary of the Company on or before
November 18, 1995, to be eligible for inclusion in the Company's 1996 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 1995 Annual
Meeting must be received by the Secretary of the Company at its headquarters
in Omaha, Nebraska no later than April 12, 1995. Such proposals must set
forth (i) 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 April 22, 1995. Only stockholders of record as
of March 14, 1995 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
Vice President - Controller and Secretary
11
<PAGE>
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 May 2, 1995. 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 March 14, 1995, at the Annual Meeting of Stockholders to be
held on May 2, 1995, 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 all the nominees listed below:
Curtis G. Werner
Gerald H. Timmerman
Donald W. Rogert
or
__
|__| To withhold authority to vote for all nominees listed above.
2. 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. 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 your full title. If signing as a
corporation, please sign the 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.
