WERN DEF 14A DEF-14A Report May 14, 2019 | Alphaminr
WERNER ENTERPRISES INC

WERN DEF 14A Report ended May 14, 2019

WERNER ENTERPRISES INC
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TABLE OF CONTENTS
INTRODUCTIONANNUAL MEETING INFORMATIONVOTING INFORMATION AND INSTRUCTIONSEXPENSES OF SOLICITATIONOTHER MATTERSPROPOSAL 1ELECTION OF DIRECTORSDIRECTOR NOMINEESDIRECTOR INFORMATIONRECOMMENDATION OF THE BOARD OF DIRECTORSPROPOSAL 1CORPORATE GOVERNANCEDIRECTOR INDEPENDENCE DETERMINATIONSROLE AND LEADERSHIP OF THE BOARD OF DIRECTORSBOARD OVERSIGHT OF RISK MANAGEMENTCORPORATE GOVERNANCE POLICIES AND MATERIALSCOMMITTEES OF THE BOARD OF DIRECTORSATTENDANCE AT BOARD AND BOARD COMMITTEE MEETINGS AND ANNUAL MEETINGAUDIT COMMITTEECOMPENSATION COMMITTEENOMINATING AND CORPORATE GOVERNANCE COMMITTEESTOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORSDIRECTOR NOMINATION PROCESSDIRECTOR COMPENSATION AND BENEFITSEXECUTIVE OFFICERSEXECUTIVE OFFICER INFORMATIONBENEFICIAL OWNERSHIP OF COMMON STOCKSTOCK OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL OWNERSSECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCEEXECUTIVE COMPENSATIONCOMPENSATION DISCUSSION AND ANALYSISREPORT OF THE COMPENSATION COMMITTEEEMPLOYMENT ARRANGEMENTSARRANGEMENTS AND POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROLSUMMARY COMPENSATION TABLEALL OTHER COMPENSATION FOR 2018GRANTS OF PLAN-BASED AWARDS FOR 2018OUTSTANDING EQUITY AWARDS AT 2018 YEAR-ENDSTOCK VESTED FOR 2018NONQUALIFIED DEFERRED COMPENSATION FOR 2018CEO PAY RATIOPROPOSAL 2ADVISORY RESOLUTION ON EXECUTIVE COMPENSATIONRECOMMENDATION OF THE BOARD OF DIRECTORSPROPOSAL 2PROPOSAL 3RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMFEES OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMAUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES PERFORMED BY THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMREPORT OF THE AUDIT COMMITTEERECOMMENDATION OF THE BOARD OF DIRECTORSPROPOSAL 3TRANSACTIONS WITH RELATED PERSONSREVIEW AND APPROVAL OF RELATED PERSON TRANSACTIONSRELATED PERSON TRANSACTIONSOTHER BUSINESSSTOCKHOLDER PROPOSALSSTOCKHOLDERS SHARING THE SAME ADDRESSCONTACTING THE CORPORATE SECRETARY AND EXECUTIVE OFFICESINTERNET WEBSITE AND AVAILABILITY OF MATERIALS