WERN 10-K Annual Report Dec. 31, 2022 | Alphaminr
WERNER ENTERPRISES INC

WERN 10-K Fiscal year ended Dec. 31, 2022

WERNER ENTERPRISES INC
10-Ks and 10-Qs
10-Q
Quarter ended Sept. 30, 2024
10-Q
Quarter ended June 30, 2024
10-Q
Quarter ended March 31, 2024
10-K
Fiscal year ended Dec. 31, 2023
10-Q
Quarter ended Sept. 30, 2023
10-Q
Quarter ended June 30, 2023
10-Q
Quarter ended March 31, 2023
10-K
Fiscal year ended Dec. 31, 2022
10-Q
Quarter ended Sept. 30, 2022
10-Q
Quarter ended June 30, 2022
10-Q
Quarter ended March 31, 2022
10-K
Fiscal year ended Dec. 31, 2021
10-Q
Quarter ended Sept. 30, 2021
10-Q
Quarter ended June 30, 2021
10-Q
Quarter ended March 31, 2021
10-K
Fiscal year ended Dec. 31, 2020
10-Q
Quarter ended Sept. 30, 2020
10-Q
Quarter ended June 30, 2020
10-Q
Quarter ended March 31, 2020
10-K
Fiscal year ended Dec. 31, 2019
10-Q
Quarter ended Sept. 30, 2019
10-Q
Quarter ended June 30, 2019
10-Q
Quarter ended March 31, 2019
10-K
Fiscal year ended Dec. 31, 2018
10-Q
Quarter ended Sept. 30, 2018
10-Q
Quarter ended June 30, 2018
10-Q
Quarter ended March 31, 2018
10-K
Fiscal year ended Dec. 31, 2017
10-Q
Quarter ended Sept. 30, 2017
10-Q
Quarter ended June 30, 2017
10-Q
Quarter ended March 31, 2017
10-K
Fiscal year ended Dec. 31, 2016
10-Q
Quarter ended Sept. 30, 2016
10-Q
Quarter ended June 30, 2016
10-Q
Quarter ended March 31, 2016
10-K
Fiscal year ended Dec. 31, 2015
10-Q
Quarter ended Sept. 30, 2015
10-Q
Quarter ended June 30, 2015
10-Q
Quarter ended March 31, 2015
10-K
Fiscal year ended Dec. 31, 2014
10-Q
Quarter ended Sept. 30, 2014
10-Q
Quarter ended June 30, 2014
10-Q
Quarter ended March 31, 2014
10-K
Fiscal year ended Dec. 31, 2013
10-Q
Quarter ended Sept. 30, 2013
10-Q
Quarter ended June 30, 2013
10-Q
Quarter ended March 31, 2013
10-K
Fiscal year ended Dec. 31, 2012
10-Q
Quarter ended Sept. 30, 2012
10-Q
Quarter ended June 30, 2012
10-Q
Quarter ended March 31, 2012
10-K
Fiscal year ended Dec. 31, 2011
10-Q
Quarter ended Sept. 30, 2011
10-Q
Quarter ended June 30, 2011
10-Q
Quarter ended March 31, 2011
10-K
Fiscal year ended Dec. 31, 2010
10-Q
Quarter ended Sept. 30, 2010
10-Q
Quarter ended June 30, 2010
10-Q
Quarter ended March 31, 2010
10-K
Fiscal year ended Dec. 31, 2009
PROXIES
DEF 14A
Filed on April 3, 2024
DEF 14A
Filed on April 3, 2023
DEF 14A
Filed on April 1, 2022
DEF 14A
Filed on April 2, 2021
DEF 14A
Filed on April 3, 2020
DEF 14A
Filed on April 5, 2019
DEF 14A
Filed on April 5, 2018
DEF 14A
Filed on April 6, 2017
DEF 14A
Filed on April 7, 2016
DEF 14A
Filed on April 6, 2015
DEF 14A
Filed on April 7, 2014
DEF 14A
Filed on April 9, 2013
DEF 14A
Filed on April 3, 2012
DEF 14A
Filed on March 31, 2011
DEF 14A
Filed on March 31, 2010
TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. ReservedItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7, Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibit and Financial Statement SchedulesItem 8. 01 Of The Company S Current Report on Form 8-k Dated May 12, 2020Item 5. 02 Of The Company S Current Report on Form 8-k Dated February 13, 2020Item 5. 02 Of The Company S Current Report on Form 8-k Dated April 15, 2020Item 5. 02 Of The Company S Current Report on Form 8-k Dated February 11, 2021Item 5. 02 Of The Company S Current Report on Form 8-k Dated February 7, 2022Item 5. 02 Of The Company S Current Report on Form 8-k Dated February 10, 2023Item 16. Form 10-k Summary

Exhibits

3(ii) Revised and Restated By-Laws of Werner Enterprises, Inc. Exhibit 3.1 to the Companys Current Report on Form 8-K dated August 14, 2018 4.1 Description of Common Stock Exhibit 4.1 to the Companys Annual Report on Form 10-K for the year ended December 31, 2019 10.1 Werner Enterprises, Inc. Amended and Restated Equity Plan Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 10.2 Non-Employee Director Compensation Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2020;Item 8.01 of the Companys Current Report on Form 8-K dated May 12, 2020;Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 10.3 The Executive Nonqualified Excess Plan of Werner Enterprises, Inc., restated Exhibit 10.3 to the Companys Annual Report on Form 10-K for the year ended December 31, 2017 10.4 Named Executive Officer Compensation Item 5.02 of the Companys Current Report on Form 8-K dated February 13, 2020;Item 5.02 of the Companys Current Report on Form 8-K dated April 15, 2020;Item 5.02 of the Companys Current Report on Form 8-K dated February 11, 2021;Item 5.02 of the Companys Current Report on Form 8-K dated February 7, 2022;Item 5.02 of the Companys Current Report on Form 8-K dated February10, 2023 10.7 Form of Performance-Based Restricted Stock Award Agreement, effective February 10, 2014 Exhibit 10.1 to the Companys Current Report on Form 8-K dated February 10, 2014 10.8 Form of Performance-Based Restricted Stock Award Agreement, effective February 7, 2022 Exhibit 10.1 to the Companys Current Report on Form 8-K dated February 7, 2022 10.9 Werner Enterprises, Inc. Change in Control Severance Plan Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 10.10 Credit Agreement, dated May 14, 2019 between Werner Enterprises, Inc. and Wells Fargo Bank, National Association Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 10.11 Facility Letter Agreement, dated May 14, 2019 between Werner Enterprises, Inc. and BMO Harris Bank N.A. Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 10.12 First Amendment to Credit Agreement, dated October 20, 2020 between Werner Enterprises, Inc. and Wells Fargo Bank, National Association Exhibit 10.12 to the Companys Annual Report on Form 10-K for the year ended December 31, 2020 10.13 Facility Letter and Promissory Note Agreement, dated June 30, 2021 between Werner Enterprises, Inc. and BMO Harris Bank N.A. Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 10.14 First Amendment to Facility Letter Agreement, dated June 30, 2021 between Werner Enterprises, Inc. and BMO Harris Bank N.A. Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 10.15 Second Amendment to Credit Agreement, dated June 29, 2021 between Werner Enterprises, Inc. and Wells Fargo Bank, National Association Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 10.16 Credit Agreement, dated March 25, 2022 between Werner Enterprises, Inc. and Wells Fargo Bank, National Association Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 10.17 Revolving Line of Credit Note, dated March 25, 2022 between Werner Enterprises, Inc. and Wells Fargo Bank, National Association Exhibit 10.5 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 10.18 Term Note, dated March 25, 2022 between Werner Enterprises, Inc. and Wells Fargo Bank, National Association Exhibit 10.6 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 10.19 Second Amendment to Facility Letter Agreement, dated March 25, 2022 between Werner Enterprises, Inc. and BMO Harris Bank N.A. Exhibit 10.7 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 10.20 Credit Agreement, dated December 20, 2022 by and among Werner Enterprises, Inc., the lenders thereto, Wells Fargo Bank, National Association as Administrative Agent, Swingline Lender, and Issuing Lender, and BMO Harris Bank N.A. as Syndication Agent Filed herewith 10.21 First Amendment to Term Loan Facility Letter, dated December 20, 2022 between Werner Enterprises, Inc. and BMO Harris Bank N.A. Filed herewith 21 Subsidiaries of the Registrant Filed herewith 23.1 Consent of KPMG LLP Filed herewith 31.1 Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934 (Section 302 of the Sarbanes-Oxley Act of 2002) Filed herewith 31.2 Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934 (Section 302 of the Sarbanes-Oxley Act of 2002) Filed herewith 32.1 Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002) Furnished herewith 32.2 Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002) Furnished herewith