Werner Enterprises (WERN) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held on May 12, 2026, to elect four directors, approve an advisory resolution on executive compensation, and ratify KPMG LLP as the independent auditor for 2026.

• Proxy materials are distributed electronically to align with environmental goals and reduce costs; printed copies are available upon request.

• 2025 financial results showed a 2% decrease in revenues and an 82% decrease in operating income, with a net loss of $14.4 million and $181.8 million in cash flow from operations.

Voting matters and shareholder proposals

• Shareholders will vote on electing four directors, an advisory say-on-pay resolution, and ratification of KPMG LLP as auditor.

• No shareholder proposals or nominations were submitted for the 2026 meeting.

• Cumulative voting is permitted for director elections.

Board of directors and corporate governance

• The board consists of nine directors divided into three classes, with a mix of tenures and diverse skills including strategy, IT, transportation, and finance.

• All directors except the CEO are independent under SEC and Nasdaq rules.

• The board has Audit, Compensation, ESG, and Governance Committees, all composed of independent directors.

• Lead Independent Director presides over executive sessions and acts as liaison between independent directors and management.

• Stockholder communications and director nomination processes are formalized and transparent.