WERN 10-K Annual Report Dec. 31, 2023 | Alphaminr
WERNER ENTERPRISES INC

WERN 10-K Fiscal year ended Dec. 31, 2023

WERNER ENTERPRISES INC
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 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 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 5. 02 Of The Company S Current Report on Form 8-k Dated February 23, 2023Item 5. 02 Of The Company S Current Report on Form 8-k Dated February 9, 2024Item 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. 2023 Long-Term Incentive Plan Exhibit 10.1 to the Companys Current Report on Form 8-K dated May 9, 2023 10.2 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 10.3 Non-Employee Director Compensation Exhibit 10.2 of the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 10.4 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 10.5 Named Executive Officer Compensation Item5.02 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 February 10, 2023;Item 5.02 of the Companys Current Report on Form 8-K dated February 23, 2023;Item 5.02 of the Companys Current Report on Form 8-K datedFebruary9,2024 10.6 Compensation Letter Agreement, dated February 7, 2023, between Christopher Wikoff and Werner Enterprises, Inc. Exhibit 10.1 to the Companys Current Report on Form 8-K dated February 23, 2023 10.8 Form of Restricted Stock Award Agreement, effective May 9, 2023 Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 10.9 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 10.10 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 10.11 Consulting Services Agreement dated July 1, 2023, between John J. Steele and Werner Enterprises, Inc. Exhibit 10.1 to the Companys Current Report on Form 8-K dated July 1, 2023 10.12 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 10.13 First Amendment to Term Loan Facility Letter, dated December 20, 2022 between Werner Enterprises, Inc. and BMO Harris Bank N.A. Exhibit 10.21 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022 10.14 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 Exhibit 10.20 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022 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 97 Werner Enterprises, Inc. Clawback Policy, effective as of December 1, 2023 Filed herewith