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 45308
Omaha, Nebraska 68145-0308
________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 11, 1999
________________________
Dear Stockholders:
It is a pleasure to invite you to the 1999 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 11, 1999, 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 23, 1999, 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, 1998, 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 5, 1999
<PAGE>
WERNER ENTERPRISES, INC.
Post Office Box 45308
Omaha, Nebraska 68145-0308
________________
PROXY STATEMENT FOR
ANNUAL MEETING OF STOCKHOLDERS
MAY 11, 1999
________________________
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 11, 1999,
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 5, 1999. 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, electronic
communications or personal contact, for which they will not receive any
additional compensation in respect of such solicitations. The Company will
also reimburse brokerage firms and others for all reasonable expenses for
forwarding proxy material to beneficial owners of the Company's stock.
As a matter of policy, proxies, ballots and voting tabulations that
identify individual stockholders are kept private by the Company. Such
documents are available for examination only by certain representatives
associated with processing proxy cards and tabulating the vote. The vote of
any stockholder is not disclosed, except as may be necessary to meet legal
requirements.
OUTSTANDING STOCK AND VOTING RIGHTS
On March 23, 1999, the Company had 47,333,409 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 23, 1999. 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 1999 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 1999 Annual Meeting of Stockholders. Directors hold office
for a term of three years. The term of office of the directors in the first
and third classes will expire at the 2001 and 2000 Annual Meetings of
Stockholders, respectively. Gary L. Werner, Gregory L. Werner, and Martin F.
Thompson, class II directors whose terms will expire at the 1999 Annual
Meeting, have been nominated for re-election at the meeting for terms
expiring at the 2002 Annual Meeting and until their successors are duly
elected and qualified.
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 1999 Annual
Meeting is set forth below.
<TABLE>
<CAPTION>
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) 2000
Gary L. Werner Vice Chairman 1999
Curtis G. Werner Vice Chairman-Corporate Development (2) 2001
Gregory L. Werner President (1) 1999
Irving B. Epstein Partner of Epstein and Epstein, Law Offices (1)(2)(3) 2000
Martin F. Thompson Retired President and Director of Cherry County Livestock
Auction Co. (1)(2)(3) 1999
Gerald H. Timmerman President of Timmerman & Sons Feeding Co., Inc. (1)(3) 2001
Donald W. Rogert Chairman and President of Mallard Sand & Gravel Co. (1) 2001
Jeffrey G. Doll President of Western Iowa Wine, Inc. (1) 2000
</TABLE>
__________
(1) Serves on audit committee.
(2) Serves on option committee.
(3) Serves on executive compensation committee.
Clarence L. Werner, 61, 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, 41, 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 also reassumed the duties of President.
Curtis G. Werner, 34, was elected a director of the Company in 1991. He
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, Executive Vice President in
1993, Executive Vice President and Chief Operating Officer in 1994, and Vice
Chairman - Corporate Development in 1996.
Gregory L. Werner, 39, 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, 71, 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.
3
<PAGE>
Martin F. Thompson, 78, 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.
Gerald H. Timmerman, 59, 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, 71, 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 until
1988. From 1988 to 1993, Mr. Rogert attended to various personal
investments.
Jeffrey G. Doll, 44, was elected a director of the Company in 1997. He
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, 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.
4
<PAGE>
The Board of Directors held four (4) meetings and acted by unanimous
written consent one (1) time during the year ended December 31, 1998. There
were three (3) meetings of the audit committee, two (2) meetings of the
executive compensation committee, and two (2) meetings of the option
committee during that period. All directors participated in 75% or more of
the aggregate of the total number of Board of Directors meetings and the
total number of meetings held by committees on which they served.
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.
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 61 Chairman of the Board and Chief Executive Officer
Gary L. Werner 41 Vice Chairman
Curtis G. Werner 34 Vice Chairman-Corporate Development
Gregory L. Werner 39 President
Robert E. Synowicki, Jr. 40 Executive Vice President and Chief Operating Officer
Richard S. Reiser 52 Executive Vice President and General Counsel
Mark A. Martin 37 Senior Vice President-Marketing
Alan D. Adams 61 Vice President-Operations
Duane D. Henn 61 Vice President-Safety
Larry P. Williams 53 Vice President-Logistics
John J. Steele 41 Vice President, Treasurer and Chief Financial Officer
Dwayne O. Haug 50 Vice President-Maintenance
H. Marty Nordlund 37 Vice President-Dedicated Fleet Services
R. Lee Easton 40 Vice President-Management Information Systems
James L. Johnson 35 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.
Mark A. Martin joined the Company in 1989 as an Account Executive. He
was promoted to Regional Marketing Director in 1991, Vice President - Van
Division in 1993, and Senior Vice President - Marketing in May 1998. Prior
to joining the Company, Mr. Martin was employed as a marketing representative
for the Burlington Motor Carrier Group in Daleville, Indiana.
5
<PAGE>
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.
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.
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.
H. Marty Nordlund joined the Company in 1994 as an account executive.
He was promoted to Director of Dedicated Fleet Services in 1995, Senior
Director of Dedicated Fleet Services in 1997, and was named Vice President -
Dedicated Fleet Services in May 1998. Prior to joining the Company, Mr.
Nordlund held various management positions with Crete Carrier Corporation.
R. Lee Easton joined the Company in 1990 as a Programmer/Analyst. He
was promoted to Management Information Systems (MIS) Project Manager in 1991,
Manager of Systems Design and Development in 1993, Director of MIS in 1996,
Senior Director of MIS in 1997, and was named Vice President - MIS in May
1998. Prior to joining the Company, Mr. Easton was a programmer with Procter
Hospital in Peoria, Illinois, and a consultant with Cap Gemini America.
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
6
<PAGE>
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
stockholders 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, 1998, 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 200,000,000
shares, $.01 par value.
The following table sets forth certain information as of March 23, 1999,
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 23, 1999, the Company had
47,333,409 shares of Common Stock outstanding.
<TABLE>
<CAPTION>
Beneficial Ownership
-------------------------
Name of Beneficial Owner Shares Percent
------------------------ ------ -------
<S> <C> <C>
Clarence L. Werner 13,466,937 28.5%
Gary L. Werner 1,648,900 3.5%
Curtis G. Werner 1,746,856 3.7%
Gregory L. Werner 1,965,637 4.2%
Robert E. Synowicki, Jr. (1) 65,377 *
Irving B. Epstein 4,775 *
Martin F. Thompson 21,562 *
Gerald H. Timmerman 9,500 *
Donald W. Rogert 4,775 *
Jeffrey G. Doll 1,250 *
Wellington Management Company, LLP (2) 5,788,495 12.2%
All executive officers, directors, and director
nominees as a group (20 persons) (3) 19,172,821 40.3%
</TABLE>
___________
* Indicates less than 1%.
(1) Includes options to purchase 62,031 shares which are exercisable as of
March 23, 1999 or which become exercisable 60 days thereafter.
(2) Based on Schedule 13G as of December 31, 1998, 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
4,233,816 shares, shared dispositive power with respect to 5,754,845
shares, and no sole voting or dispositive power with respect to any of
these shares.
(3) Includes options to purchase 291,621 shares which are exercisable as of
March 23, 1999, or which become exercisable 60 days thereafter.
Percentage determined on the basis of 47,625,030 shares of Common Stock
outstanding.
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, 1998, for services rendered in all capacities to the Company and its
subsidiaries during the three fiscal years ended December 31, 1998.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term
Compensation
Annual Compensation Awards
---------------------------------- ------------ All
Other Annual Securities Other
Compensation Underlying Comp
Name and Principal Position Year Salary($) Bonus($) ($)(1) Options/SARs(#) ($)(2)
- --------------------------- ---- --------- -------- ------------ --------------- ------
<S> <C> <C> <C> <C> <C> <C>
Clarence L. Werner 1998 574,003 250,000 60,400 - -
Chairman and 1997 544,875 200,000 88,572 - -
Chief Executive Officer 1996 520,833 175,000 - - -
Gary L. Werner 1998 223,327 92,000 - - -
Vice Chairman 1997 212,125 90,000 - - -
1996 205,385 80,000 - - -
Curtis G. Werner 1998 197,365 72,000 - - -
Vice Chairman - 1997 186,125 70,000 - - -
Corporate Development 1996 185,000 60,000 - - -
Gregory L. Werner 1998 240,250 102,000 - - -
President 1997 205,644 100,000 - 125,000 -
1996 174,846 60,000 - - -
Robert E. Synowicki, Jr. 1998 207,558 90,000 - - 3,024
Executive Vice President 1997 191,625 80,000 - 50,000 4,291
and Chief Operating Officer 1996 145,197 60,000 - - 4,367
</TABLE>
_______________
(1) Other annual compensation for Mr. Clarence L. Werner during 1998
consists of $40,000 for the value of professional services received and
$20,400 for personal use of a Company vehicle and during 1997 consists
of amounts reimbursed for payment of taxes.
(2) All other compensation for 1998 reflects the Company's contribution to
the individual 401(k) retirement savings plan of $2,731 and the
Company's contribution to the employee stock purchase plan of $293 of
Mr. Robert E. Synowicki, Jr.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The Company did not grant any stock options or stock appreciation rights
to the named executive officers during 1998.
8
<PAGE>
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION/SAR VALUES
Number of Securities Value of Unexercised
Underlying Unexercised In-The-Money
Options/SAR's At Options/SAR's At
Shares December 31, 1998 December 31, 1998(1)
Acquired On Value -------------------------------- -------------------------------
Name Exercise(#) Realized($) Exercisable(#) Unexercisable(#) Exercisable($) Unexercisable($)
- ---- ----------- ----------- -------------- ---------------- -------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Clarence L. Werner - - - - - -
Gary L. Werner - - - - - -
Curtis G. Werner - - - - - -
Gregory L. Werner - - - 125,000 - 198,438
Robert E. Synowicki, Jr. - - 50,781 71,094 328,173 218,608
</TABLE>
_______________
(1) Based on a $17 11/16 closing price per share of the Company's Common
Stock on December 31, 1998.
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, Vice Chairman-Corporate Development, and
the President. Compensation for other executive officers is reviewed and
recommended by the Chairman and CEO, Vice Chairman, Vice Chairman-Corporate
Development, 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
9
<PAGE>
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, based on total compensation per tractor operated and as a
percentage of net income.
The Executive Compensation Committee has determined it is unlikely that
the Company would pay any amounts in the year ended December 1999 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>
12/31/93 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Werner Enterprises, Inc. $100 $ 78 $ 67 $ 91 $103 $112
Standard & Poor's 500 $100 $101 $140 $172 $230 $296
Nasdaq Trucking Group $100 $ 94 $ 76 $ 89 $115 $114
(SIC Code 42)
</TABLE>
Assuming the investment of $100 on December 31, 1993, 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. The Company's stock price was $17 11/16 as of December 31, 1998,
which was used for purposes of calculating the total return on the Company's
Common Stock for the year ended December 31, 1998.
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).
11
<PAGE>
During 1998, Mallard Sand & Gravel purchased approximately $121,000 of
revenue equipment from the Company. Donald W. Rogert, who is a director, is
the owner and President of Mallard Sand & Gravel.
PUBLIC ACCOUNTANTS
Arthur Andersen LLP has served as the independent public accountants of
the Company since its incorporation in 1983. Selection of independent public
accountants for the year ending December 31, 1999, will be made by the Board
of Directors at its Annual Meeting, or at a later date, which is scheduled to
occur immediately following the 1999 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 2000 Annual
Meeting of Stockholders must be received by the Secretary of the Company on
or before December 6, 1999, to be eligible for inclusion in the Company's
2000 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 1999 Annual
Meeting must be received by the Secretary of the Company at its headquarters
in Omaha, Nebraska no later than April 21, 1999. 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 1, 1999. Only stockholders of record as of March 23,
1999, 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/James L. Johnson
James L. Johnson
Corporate Secretary and Controller
12
<PAGE>
WERNER ENTERPRISES, INC.
Post Office Box 45308
Omaha, Nebraska 68145-0308
_______________________
FORM OF PROXY
_______________________
This Proxy is solicited on behalf of the Board of Directors for the
Annual Meeting of Stockholders to be held May 11, 1999. The undersigned
hereby appoints Clarence L. Werner and Gary L. Werner, and each of them, as
proxy, with full power of substitution in each of them and hereby authorizes
them 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 23, 1999, at the Annual Meeting of Stockholders to be held on May 11,
1999, 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
Gregory L. Werner
Martin F. Thompson
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.
