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 ] No fee required
[ ] 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 13, 1997
_______________________
Dear Stockholders:
It is a pleasure to invite you to the 1997 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 13,
1997, 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, 1997, 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, 1996 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/ James L. Johnson
James L. Johnson
Corporate Secretary and Controller
Omaha, Nebraska
April 4, 1997
<PAGE>
WERNER ENTERPRISES, INC.
POST OFFICE BOX 37308
OMAHA, NEBRASKA 68137
_____________________
PROXY STATEMENT FOR
ANNUAL MEETING OF STOCKHOLDERS
MAY 13, 1997
_____________________
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 13,
1997, 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 4, 1997. 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, 1997, the Company had 37,993,929 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, 1997. 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 1997 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 third class
expires at the 1997 Annual Meeting of Stockholders. Directors hold office for
a term of three years. The term of office of the directors in the first and
second classes will expire at the 1998 and 1999 Annual Meetings of
Stockholders, respectively. Clarence L. Werner and Irving B. Epstein, class
III directors whose terms will expire at the 1997 Annual Meeting, have been
nominated for re-election at the meeting for terms expiring at the 2000 Annual
Meeting and until their successors are duly elected and qualified. Gail M.
Werner-Robertson, the other class III director, announced her resignation from
the Board in January 1997. Increased demands in developing major business
projects through her company, GWR Investments, Inc., along with family and
civic responsibilities were the reasons cited. At a special meeting of the
Board of Directors on March 25, 1997, Jeffrey G. Doll was nominated for
election to the vacant Class III directorship for a term expiring at the 2000
Annual Meeting.
2
<PAGE>
Information concerning the names, ages, terms, positions with the Company
and/or business experience of each nominee named above and of the other
persons whose terms as directors will continue after the 1997 Annual Meeting
is set forth below.
<TABLE>
<CAPTION>
NAME POSITION WITH THE 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 1999
Curtis G. Werner Vice Chairman-Corporate Development (2) 1998
Gregory L. Werner President 1999
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 1999
Auction Co. (1)(2)(3)
Gerald H. Timmerman President of Timmerman & Sons Feeding Co., Inc. (1)(3) 1998
Donald W. Rogert Chairman and President of Mallard Sand & Gravel Co. (1) 1998
Jeffrey G. Doll President of Western Iowa Wine, Inc. N/A
</TABLE>
- -----------
(1) Serves on audit committee.
(2) Serves on option committee.
(3) Serves on executive compensation committee.
Clarence L. Werner, 59, 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 1984. Since 1984, he has been Chairman of the Board and Chief Executive
Officer of the Company.
Gary L. Werner, 39, 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
1984, when he was named President and Chief Operating Officer of the Company.
Mr. Werner was named Vice Chairman in 1991. From 1993 to April 1997, Mr.
Werner reassumed the duties of President.
Curtis G. Werner, 32, 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 1990,
a director in 1991, Executive Vice President in 1993, Executive Vice President
and Chief Operating Officer in 1994, and Vice Chairman-Corporate Development
in 1996.
Gregory L. Werner, 37, was elected a director of the Company in 1994. He
was a Vice President of the Company from 1984 to March 1996 and was Treasurer
from 1982 until 1986. He was promoted to Executive Vice President in March
1996 and became President in April 1997. 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.
Irving B. Epstein, 69, was elected a director of the Company in 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, 76, was elected a director of the Company in 1986. Mr.
Thompson was President and a director of Cherry County Livestock Auction Co.,
Valentine, Nebraska, from 1982 through 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, 57, was elected a director of the Company in 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.
Donald W. Rogert, 69, was elected a director of the Company in 1994. He
founded Mallard Sand and Gravel Co. in 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 1993, Mr. Rogert attended to various personal investments.
Jeffrey G. Doll, 42, has been President and Chief Executive Officer of
Western Iowa Wine, Inc., a beer and wine wholesaler located in Council Bluffs,
Iowa, since 1986. He also has been Vice President of Doll Distributing, Inc.,
a liquor distributor also located in Council Bluffs, since 1980.
Gary L. Werner, Gregory L. Werner and Curtis G. Werner are sons of Clarence
L. Werner.
In the event that any nominee becomes unavailable for election for any
reason, the shares represented by the accompanying form of proxy will be voted
for any substitute nominees designated by the Board, unless the proxy
withholds authority to vote for all nominees. 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 five (5) meetings and acted by unanimous
written consent one (1) time during the year ended December 31, 1996. There
were five (5) meetings of the audit committee, one (1) 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 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.
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 59 Chairman of the Board and Chief Executive Officer
Gary L. Werner 39 Vice Chairman
Curtis G. Werner 32 Vice Chairman-Corporate Development
Gregory L. Werner 37 President
Robert E. Synowicki, Jr. 38 Executive Vice President and Chief Operating Officer
Richard S. Reiser 50 Executive Vice President and General Counsel
Alan D. Adams 59 Vice President-Operations
Mark A. Martin 35 Vice President-Van Division
Duane D. Henn 59 Vice President-Safety
Larry P. Williams 51 Vice President-Logistics
John J. Steele 39 Vice President, Treasurer and Chief Financial Officer
Dwayne O. Haug 48 Vice President-Maintenance
James L. Johnson 33 Corporate 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.
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 1991, Executive Vice President and Chief
Financial Officer in March 1996, and Executive Vice President and Chief
Operating Officer in November 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.
Richard S. Reiser joined the Company as Vice President and General Counsel
in 1993, and was promoted to Executive Vice President and General Counsel in
November 1996. Mr. Reiser was a partner in the Omaha office of the law firm of
Nelson and Harding from 1975 to 1984. From 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.
Alan D. Adams joined the Company in 1983 as Marketing Director and was
promoted to Director of Operations in 1986. In 1987, he was named Vice
President-Operations. Prior to joining the Company, Mr. Adams was General
Manager of Larson Trucks, Inc. in Bloomington, Minnesota.
Mark A. Martin joined the Company in 1989 as an Account Executive. He was
promoted to Regional Marketing Director in 1991. In 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 1985 as a Driver Recruiter. He was
named National Director of Driver Recruiting in 1986. In 1988 he was promoted
to Director of Safety, and in 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
1991, he was promoted to Director of Regional Fleets. He was named Vice
President-Logistics in 1994. Prior to joining the Company, Mr. Williams held
various management positions with United Parcel Service and Federated
Department Stores.
5
<PAGE>
John J. Steele joined the Company in 1989 as Controller. He was elected
Secretary in 1992, Vice President-Controller and Secretary in 1994, and Vice
President, Treasurer and Chief Financial Officer in November 1996. 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.
Dwayne O. Haug joined the Company in 1990 as Director of Maintenance. He
was promoted to Vice President-GraGar, Inc. (a wholly owned subsidiary of the
Company) in 1994, and Vice President-Maintenance in February 1997. Mr. Haug
was President of Silvey Refrigerated Carriers, Inc. in Council Bluffs, Iowa
from 1988 until his employment with the Company. He held various management
positions with Ellsworth Freight Lines, Inc. in Eagle Grove, Iowa from 1972 to
1987.
James L. Johnson joined the Company in 1991 as Manager of Financial
Reporting. He was promoted to Assistant Controller in 1992, Director of
Accounting in 1994, and was named Corporate Secretary and Controller in
November 1996. Mr. Johnson is a certified public accountant and was employed
by the firm of Arthur Andersen & Co., independent public accountants, from
1985 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, 1996, 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 26, 1997,
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, directors, and
director nominees as a group. On March 26, 1997, the Company had 37,993,929
shares of common stock outstanding.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP
NAME OF --------------------
BENEFICIAL OWNER SHARES PERCENT
---------------- ---------- -------
<S> <C> <C>
Clarence L. Werner 10,815,150 28.5%
Gary L. Werner (1) 1,441,620 3.8%
Curtis G. Werner 1,404,985 3.7%
Gregory L. Werner 1,572,510 4.1%
Robert E. Synowicki, Jr. (2) 33,893 *
Irving B. Epstein 2,400 *
Martin F. Thompson 3,750 *
Gerald H. Timmerman 6,000 *
Donald W. Rogert 1,500 *
Jeffrey G. Doll 1,000 *
Wellington Management Company, LLP (3) 2,413,432 6.4%
The Capital Group Companies, Inc. (4) 2,032,700 5.4%
All executive officers, directors, and director nominees
as a group (18 persons) (5) (6) 15,410,374 40.2%
</TABLE>
- ----------
* Indicates less than 1%.
(1) Includes options to purchase 217,500 shares which are exercisable
as of March 26, 1997.
(2) Includes options to purchase 32,625 shares which are exercisable
as of March 26, 1997 or which become exercisable 60 days thereafter.
(3) Based on Schedule 13G as of December 31, 1996, as filed with the
Securities and Exchange Commission by Wellington Management Company, LLP,
75 State Street, Boston, Massachusetts 02109. Wellington Management
Company, LLP claims shared voting power with respect to 1,718,932 shares,
shared dispositive power with respect to 2,413,432 shares, and no sole
voting or dispositive power with respect to any of these shares.
(4) Based on Schedule 13G as of December 31, 1996, 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 210,200 shares,
sole dispositive power with respect to 2,032,700 shares, and no shared
voting or dispositive power with respect to any shares.
(5) Includes options to purchase 372,937 shares which are exercisable
as of March 26, 1997, or which become exercisable 60 days thereafter.
Percentage determined on the basis of 38,366,866 shares of common stock
outstanding.
(6) Percentage does not include 1,388,610 shares owned by Gail M.
Werner-Robertson, a former director and the daughter of Clarence L. Werner.
The total percentage ownership, including shares owned by Ms.
Werner-Robertson, is 43.8%.
7
<PAGE>
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, 1996, for
services rendered in all capacities to the Company and its subsidiaries during
the three fiscal years ended December 31, 1996.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
---------------------------------- ------------
OTHER SECURITIES ALL
ANNUAL UNDERLYING OTHER
COMPENSATION OPTIONS/ COMP
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS($) ($)(1) SARs(#) ($)(2)
--------------------------- ---- ---------- -------- ------------ ---------- ------
<S> <C> <C> <C> <C> <C> <C>
Clarence L. Werner 1996 520,833 175,000 - - -
Chairman and Chief Executive 1995 486,000 150,000 102,185 - -
Officer 1994 444,000 150,000 - - -
Gary L. Werner 1996 205,385 80,000 - - -
Vice Chairman 1995 203,866 50,000 13,558 - -
1994 175,500 80,000 - - -
Curtis G. Werner 1996 185,000 60,000 - - -
Vice Chairman-Corporate 1995 175,649 45,000 15,503 - -
Development 1994 106,886 63,500 - - -
Gregory L. Werner 1996 174,846 60,000 - - -
President 1995 138,200 45,000 9,813 - -
1994 83,200 68,000 - - -
Robert E. Synowicki, Jr. 1996 145,197 60,000 - - 4,367
Executive Vice President and Chief 1995 129,038 50,000 - 15,000 3,573
Operating Officer 1994 105,000 55,000 - - 3,115
</TABLE>
- ------------------------
(1) Other annual compensation consists of amounts reimbursed during 1995 for
payment of taxes for Mr. Clarence L. Werner, Mr. Gary L. Werner,
Mr. Curtis G. Werner, and Mr. Gregory L. Werner.
(2) All other compensation for 1996 reflects the Company's contribution to the
individual 401(k) retirement savings plan of $4,074 and the Company's
contribution to the employee stock purchase plan of $293 of Mr. Robert E.
Synowicki, Jr.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The Company did not grant any stock options or stock appreciation rights
during 1996.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS/SAR's IN-THE-MONEY OPTIONS/SAR's
AT DECEMBER 31, 1996 AT DECEMBER 31, 1996(1)
SHARES -------------------------------- --------------------------------
ACQUIRED VALUE
NAME ON EXERCISE(#) REALIZED($) EXERCISABLE(#) UNEXERCISABLE(#) EXERCISABLE($) UNEXERCISABLE($)
---- -------------- ----------- -------------- ---------------- -------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Clarence L. Werner - - - - - -
Gary L. Werner 150,000 1,681,019 217,500 - 2,854,688 -
Curtis G. Werner - - - - - -
Gregory L. Werner - - - - - -
Robert E. Synowicki, Jr. - - 21,000 39,000 120,250 148,575
</TABLE>
- --------------
(1) Based on a $18.125 closing price per share of the Company's Common Stock on
December 31, 1996.
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 the President. Compensation for other executive
officers is reviewed and recommended by the Chairman and CEO, Vice Chairman
and the 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 middle of the range of compensation paid by
many of 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 December 1997 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
[PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
12/31/91 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Werner Enterprises, Inc. $100 $158 $213 $167 $143 $193
Standard & Poor's 500 $100 $108 $118 $120 $165 $203
Nasdaq Trucking Group (SIC Code 42) $100 $124 $140 $132 $106 $124
</TABLE>
Assuming the investment of $100 on December 31, 1991, 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
10
<PAGE>
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).
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. The Company provided freight and logistics services to Nebraska Beef,
Ltd. which generated revenues to the Company of approximately $1,740,000
during 1996.
In November 1996, the Company's Board of Directors approved the purchase of
a condominium located in Park City, Utah from the Clarence L. Werner Revocable
Trust for $430,000.
In December 1996, the Company's Board of Directors approved the purchase of
approximately 10.45 acres of land in Omaha, Nebraska from Blue One Limited
Partnership for $682,803. Werner Investments, Inc., whose sole shareholder is
Clarence L. Werner, is the general partner of Blue One Limited Partnership.
The Company provided freight services to Doll Distributing, Inc. which
generated revenues to the Company of approximately $62,000 during 1996.
Jeffrey G. Doll, who is a director nominee, is Vice President of Doll
Distributing, Inc.
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, 1997. Such selection will be made by the Board of
Directors at its Annual Meeting which is scheduled to occur immediately
following the 1997 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 1998 Annual Meeting
of Stockholders must be received by the Secretary of the Company on or before
December 5, 1997 to be eligible for inclusion in the Company's 1998 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 1997 Annual Meeting
must be received by the Secretary of the Company at its headquarters in Omaha,
Nebraska no later than April 23, 1997. 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 3, 1997. Only stockholders of record as of March 26, 1997 are entitled to
bring business before the Annual Meeting or make nominations for directors.
11
<PAGE>
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/ James L. Johnson
James L. Johnson
Corporate Secretary and Controller
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 13, 1997. 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, 1997, at the Annual Meeting of
Stockholders to be held on May 13, 1997, 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:
Clarence L. Werner
Irving B. Epstein
Jeffrey G. Doll
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.
