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>
[LOGO OF WERNER ENTERPRISES]
Post Office Box 37308
Omaha, Nebraska 68137
---------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 14, 1996
---------------------
Dear Stockholders:
It is a pleasure to invite you to the 1996 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 14,
1996, 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 26, 1996 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, 1995 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
/s/ John J. Steele
John J. Steele
Vice President - Controller and
Secretary
Omaha, Nebraska
April 2, 1996
<PAGE>
WERNER ENTERPRISES, INC.
POST OFFICE BOX 37308
OMAHA, NEBRASKA 68137
---------------------
PROXY STATEMENT FOR
ANNUAL MEETING OF STOCKHOLDERS
MAY 14, 1996
---------------------
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 14, 1996, 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 April 2, 1996. 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 26, 1996, the Company had 25,192,253 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 26, 1996. 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 1996 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 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 hold
office for a term of three years. The term of office of the directors in the
first class, who were elected at the 1995 Annual Meeting, will therefore
expire at the 1998 Annual Meeting of Stockholders. Each of the Class II
directors, whose terms will expire at the 1996 Annual Meeting, has been
nominated for re-election at the meeting for terms expiring at the 1999 Annual
Meeting and until their successors are duly elected and qualified:
Class II
Term Expiring 1999
Gary L. Werner
Martin F. Thompson
Gregory L. Werner
2
<PAGE>
Information concerning the names, ages, terms, positions with the Company
and/or business experience of the Company's current directors is set forth
below.
<TABLE>
<CAPTION>
TERM
NAME POSITION WITH COMPANY OR PRINCIPAL OCCUPATION 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(2) 1998
Irving B. Epstein Partner of Epstein and Epstein, Law Offices(1)(2)(3) 1997
Martin F. Thompson Retired President and Director of Cherry County 1996
Livestock Auction Co.(1)(2)(3)
Gerald H. Timmerman President of Timmerman & Sons Feeding Co., Inc.(1)(3) 1998
Gail M. Werner-Robertson President of GWR Financial, Inc. and GWR 1997
Investments, Inc.(1)
Gregory L. Werner Executive Vice President 1996
Donald W. Rogert Chairman and President of Mallard Sand & Gravel Co.(1) 1998
</TABLE>
- ---------------------
(1)Serves on audit committee.
(2)Serves on option committee.
(3)Serves on executive compensation committee.
Clarence L. Werner, 58, operated Werner Enterprises as a sole proprietorship
from 1956 until its incorporation in September 1982. 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, 38, 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.
Curtis G. Werner, 31, 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, 68, 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, 75, 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.
3
<PAGE>
Gerald H. Timmerman, 56, 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, 33, 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, 36, 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. He was promoted to Executive Vice President in March 1996.
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, 68, 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, directs management and the
auditors for internal audits, 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 (4) meetings and acted by unanimous written
consent one (1) time during the year ended December 31, 1995. There were four
(4) meetings of the audit committee, one (1) meeting of the executive
compensation committee and one (1) meeting of the
4
<PAGE>
option committee during that period. Each director participated in 75% or more
of the Board meetings, and all committee members participated in 75% or more
of their respective committee meetings.
Directors who are not full-time employees of the Company receive a fee of
$2,000 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.
GWR Law Associates, P.C. and GWR Financial, Inc., companies owned by Gail M.
Werner-Robertson, earned fees of $64,068 for professional services provided to
the Company and related expense reimbursements during 1995.
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 58 Chairman of the Board and Chief Executive Officer
Gary L. Werner 38 Vice Chairman and President
Curtis G. Werner 31 Executive Vice President and Chief Operating Officer
Gregory L. Werner 36 Executive Vice President
Robert E. Synowicki,
Jr. 37 Executive Vice President and Chief Financial Officer
Alan D. Adams 58 Vice President--Operations
Richard S. Reiser 49 Vice President and General Counsel
Mark A. Martin 34 Vice President--Van Division
Duane D. Henn 58 Vice President--Safety
Larry P. Williams 50 Vice President--Logistics
John J. Steele 38 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.
Robert E. Synowicki, Jr. joined the Company in 1987 as a tax and finance
manager. He was appointed Treasurer in 1989, became Vice President, Treasurer
and Chief Financial Officer in September 1991, and was promoted to Executive
Vice President and Chief Financial Officer in March 1996. 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.
5
<PAGE>
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.
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 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, 1995, all filing requirements applicable to its officers,
directors, and greater than ten-percent beneficial owners were complied with.
6
<PAGE>
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 March 15, 1996,
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 March 15, 1996, the Company had 25,191,916 shares of common stock
outstanding.
<TABLE>
<CAPTION>
BENEFICIAL
OWNERSHIP
------------------
NAME OF BENEFICIAL OWNER SHARES PERCENT
------------------------ ---------- -------
<S> <C> <C>
Clarence L. Werner.................................... 7,210,100 28.6%
Gary L. Werner(1)..................................... 1,061,080 4.2%
Curtis G. Werner...................................... 1,069,990 4.2%
Robert E. Synowicki, Jr.(2)........................... 14,756 *
Irving B. Epstein..................................... 1,600 *
Martin F. Thompson.................................... 2,500 *
Gerald H. Timmerman................................... 4,000 *
Gail M. Werner-Robertson.............................. 925,740 3.7%
Gregory L. Werner..................................... 1,048,340 4.2%
Donald W. Rogert...................................... 1,000 *
Wellington Management Company(3)...................... 2,426,082 9.6%
The Capital Group Companies, Inc.(4).................. 1,958,000 7.8%
All executive officers and directors as a group (16
persons)(5).......................................... 11,385,506 44.7%
</TABLE>
- ---------------------
*Indicates less than 1%.
(1) Includes options to purchase 245,000 shares which are exercisable as of
March 15, 1996.
(2) Includes options to purchase 14,000 shares which are exercisable as of
March 15, 1996 or which become exercisable 60 days thereafter.
(3) Based on Schedule 13G as of December 31, 1995 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 1,740,022 shares, shared dispositive power
with respect to 2,426,082 shares, and no sole voting or dispositive power
with respect to any of these shares.
(4) Based on Schedule 13G as of December 29, 1995 as filed with the Securities
and Exchange Commission by The Capital Group Companies, Inc., 333 South
Hope Street, Los Angeles, California 90071. The Capital Group Companies,
Inc. claims sole voting power with respect to 528,000 shares, sole
dispositive power with respect to 1,958,000 shares, and no shared voting
or dispositive power with respect to any shares.
(5) Includes options to purchase 302,800 shares which are exercisable as of
March 15, 1996 or which become exercisable 60 days thereafter. Percentage
determined on the basis of 25,494,716 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, 1995, and one
individual who retired as an executive officer of the Company during 1995, for
services rendered in all capacities to the Company and its subsidiaries during
the three fiscal years ended December 31, 1995.
7
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
---------------------------- ------------
SECURITIES ALL
OTHER ANNUAL UNDERLYING OTHER
SALARY BONUS COMPENSATION OPTIONS/SARS COMP
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($)(1) (#) ($)(2)
- --------------------------- ---- ------- ------- ------------ ------------ ------
<S> <C> <C> <C> <C> <C> <C>
Clarence L. Werner 1995 486,000 150,000 102,185 -- --
Chairman and Chief Executive Officer 1994 444,000 150,000 -- -- --
1993 449,800 150,000 75,420 -- --
Gary L. Werner 1995 203,866 50,000 13,558 -- --
Vice Chairman and President 1994 175,500 80,000 -- -- --
1993 175,600 80,000 10,822 -- --
Curtis G. Werner 1995 175,649 45,000 15,503 -- --
Executive Vice President and 1994 106,886 63,500 -- -- --
Chief Operating Officer 1993 106,986 63,000 11,438 -- --
Gregory L. Werner 1995 138,200 45,000 9,813 -- --
Executive Vice President 1994 83,200 68,000 -- -- --
1993 79,920 72,798 9,798 -- --
Robert E. Synowicki, Jr. 1995 129,038 50,000 -- 15,000 3,573
Executive Vice President and 1994 105,000 55,000 -- -- 3,115
Chief Financial Officer 1993 98,846 55,000 -- 20,000 2,741
Wayne R. Childers(3) 1995 145,767 56,651 867 -- 3,975
Senior Vice President--Marketing 1994 151,163 55,000 -- -- 4,043
1993 135,456 55,000 -- 20,000 3,419
</TABLE>
- ---------------------
(1) Other annual compensation consists of amounts reimbursed during 1993 and
1995 for payment of taxes for Mr. Clarence L. Werner, Mr. Gary L. Werner,
Mr. Curtis G. Werner, Mr. Gregory L. Werner, and Mr. Wayne R. Childers.
(2) All other compensation for 1995 reflects the Company's contribution to the
individual 401(k) retirement savings plans of $3,660 and $3,265 and the
Company's contribution to the employee stock purchase plans of $315 and
$308 of Mr. Wayne R. Childers and Mr. Robert E. Synowicki, Jr.,
respectively.
(3) Mr. Wayne R. Childers retired from the Company on December 31, 1995.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
--------------------------------------------------------------
POTENTIAL
REALIZABLE
VALUE AT
ASSUMED ANNUAL
RATES OF STOCK
NUMBER OF PRICE
SECURITIES % OF TOTAL APPRECIATION
UNDERLYING OPTIONS/SARS FOR OPTION
OPTIONS/SARS GRANTED TO EXERCISE TERM(2)
GRANTED EMPLOYEES IN PRICE EXPIRATION ---------------
NAME (1)(#) FISCAL YEAR ($/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% -- -- -- --
Gregory L. Werner....... -- 0.0% -- -- -- --
Robert E. Synowicki,
Jr..................... 15,000 5.1% $19.62 10/10/05 185,100 469,050
Wayne R. Childers(3).... -- 0.0% -- -- -- --
</TABLE>
- ---------------------
(1) Options become exercisable in installments of 25%, 20%, 20%, 20% and 15%
after the expiration of 18, 30, 42, 54 and 66 months, respectively, from
the date of grant.
(2) The potential realizable values assume 5% and 10% annual rates of stock
price appreciation from the grant date based on the options being
outstanding for ten years (expiration of option term). The actual
realizable value of the options in this table depends upon the actual
performance of the Company's stock during the actual period the options
are outstanding.
(3) Mr. Wayne R. Childers retired from the Company on December 31, 1995.
8
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED IN-THE-MONEY
SHARES UNEXERCISED OPTIONS/SARS AT OPTIONS/SARS AT DECEMBER 31,
ACQUIRED ON DECEMBER 31, 1995 1995(1)
EXERCISE VALUE --------------------------------- ---------------------------------
NAME (#) REALIZED ($) EXERCISABLE (#) UNEXERCISABLE (#) EXERCISABLE ($) UNEXERCISABLE ($)
- ---- ----------- ------------ --------------- ----------------- --------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Clarence L. Werner...... -- -- -- -- -- --
Gary L. Werner.......... -- -- 245,000 -- 3,123,750 --
Curtis G. Werner........ -- -- -- -- -- --
Gregory L. Werner....... -- -- -- -- -- --
Robert E. Synowicki,
Jr..................... -- -- 10,000 30,000 56,875 9,450
Wayne R. Childers(2).... 20,000 267,500 15,000 15,000 136,250 --
</TABLE>
- ---------------------
(1) Based on a $20.25 closing price per share of the Company's Common Stock on
December 31, 1995.
(2) Mr. Wayne R. Childers retired from the Company on December 31, 1995.
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.
9
<PAGE>
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 1996 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
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.
10
<PAGE>
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
[PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Werner Enterprises, Inc.. $100 $171 $271 $364 $285 $244
Standard & Poor's 500.... $100 $131 $141 $154 $157 $215
NASDAQ Trucking Group
(SIC Code 42)........... $100 $152 $188 $212 $200 $160
</TABLE>
Assuming the investment of $100 on December 31, 1990, 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 & Poor's 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 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 providing prior written notification
of its intent to do so. The Company has made total leasehold improvements to
the land of approximately $1.1 million, which were completed in 1995. 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).
GWR Financial, Inc., a company owned by Gail M. Werner-Robertson, a director
of the Company, earned commissions of $33,543 from the insurance carrier on
the sale of certain term life and disability insurance to Company employees
during 1995. See "Board of Directors and Committees" for additional
transactions involving Ms. Werner-Robertson.
11
<PAGE>
Clarence L. Werner and Curtis G. Werner, directors and officers of the
Company, and Timmerman & Sons Feeding Co., Inc., a company partially owned by
Gerald H. Timmerman, a director of the Company, own limited partnership
interests in and have made loans to Nebraska Beef, Ltd., a meatpacking company
that began operations in September 1995. The Company provided freight and
logistics services to Nebraska Beef, Ltd. which generated revenues of
approximately $495,000 during 1995.
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, 1996. Such selection will be made by the Board of
Directors at its Annual Meeting which is scheduled to occur immediately
following the 1996 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 1997 Annual Meeting of
Stockholders must be received by the Secretary of the Company on or before
December 4, 1996 to be eligible for inclusion in the Company's 1997 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 1996 Annual Meeting
must be received by the Secretary of the Company at its headquarters in Omaha,
Nebraska no later than April 24, 1996. 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
May 4, 1996. Only stockholders of record as of March 26, 1996 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
/s/ John J. Steele
John J. Steele
Vice President--Controller and
Secretary
12
<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 14, 1996. 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 26, 1996, at the Annual Meeting of
Stockholders to be held on May 14, 1996, 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:
Gary L. Werner
Martin F. Thompson
Gregory L. Werner
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.
