WERNER ENTERPRISES INC 8-K

What Happened
Werner Enterprises, Inc. (WERN) filed an 8‑K reporting that Director Carmen A. Tapio retired from the Board effective May 12, 2026; her retirement was not due to any disagreement with the company or its management. The company also held its Annual Meeting of Stockholders on May 12, 2026 and reported final vote results for director elections, the advisory vote on executive compensation, and ratification of KPMG LLP as the independent registered public accounting firm for 2026. The 8‑K was filed May 13, 2026.

Key Details

• Carmen A. Tapio retired from the Board effective May 12, 2026; retirement not related to any disagreement with the company.
• Director election votes (stockholders of record as of March 5, 2026):
  • Diane K. Duren (Class II): For 54,558,313; Withheld 1,651,783; Non‑Votes 1,541,943.
  • Derek J. Leathers (Class II): For 54,471,859; Withheld 1,738,237; Non‑Votes 1,541,943.
  • Michelle D. Livingstone (Class II): For 54,798,094; Withheld 1,412,002; Non‑Votes 1,541,943.
  • M. Gayle Packer (Class III): For 54,714,810; Withheld 1,495,286; Non‑Votes 1,541,943.
• Advisory vote on executive compensation (say‑on‑pay): For 54,000,280; Against 1,369,015; Abstained 840,801; Non‑Votes 1,541,943.
• Ratification of KPMG LLP as independent auditor for 2026: For 55,653,773; Against 2,094,638; Abstained 3,628.

Why It Matters
Board composition and governance votes are material to shareholders because they affect corporate oversight and continuity. The reported vote totals show the listed nominees were elected and the advisory pay vote was approved, indicating majority shareholder support for management’s director slate and executive compensation approach. Ratification of KPMG provides continuity in external audit oversight for the 2026 year. Tapio’s retirement (stated not to be due to any disagreement) reduces the board by one pending any replacement, a development shareholders may watch for in future disclosures.