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Werner Enterprises Inc – ‘PRER14A’ on 3/27/98

As of: Friday, 3/27/98 · Accession #: 793074-98-6 · File #: 0-14690

  As Of                Filer                Filing    For·On·As Docs:Size

 3/27/98  Werner Enterprises Inc            PRER14A                1:47K

Revised Preliminary Proxy Solicitation Material — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRER14A     Revised Preliminary Proxy Solicitation Material       18±    81K

Document Table of Contents

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			Alternative Formats (Word, et al.) Election of Directors and Information Regarding Directors
1	1st Page - Filing Submission
"	Election of Directors and Information Regarding Directors

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ X ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted
by rule 14a-6(e)(2))

[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

WERNER ENTERPRISES, INC.
-------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
-------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[ X ] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:
________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on
which the filing fee is calculated and state how it was
determined):
________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
________________________________________________________________
(5) Total fee paid:
________________________________________________________________

[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:
________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
________________________________________________________________
(3) Filing Party:
________________________________________________________________
(4) Date Filed:
________________________________________________________________

[LOGO OF WERNER ENTERPRISES]

Post Office Box 45308
Omaha, Nebraska 68145-0308

________________________

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 12, 1998

________________________

Dear Stockholders:

It is a pleasure to invite you to the 1998 Annual Meeting of
Stockholders of Werner Enterprises, Inc. (the "Company") to be held at the
Peter Kiewit Conference Center, 1313 Farnam Street, Omaha, Nebraska, on
Tuesday, May 12, 1998, at 10:00 a.m. for the following purposes:

1. To elect directors to serve until the end of their term or
until their successors are elected and qualified.

2. To amend the Articles of Incorporation and increase the number
of authorized shares of Common Stock, par value of $.01, from
60,000,000 to 200,000,000 shares.

3. To transact such other business as may properly come before
the meeting or any adjournment thereof.

Stockholders of record at the close of business on March 25, 1998, will
be entitled to vote at the meeting or any adjournment thereof.

At the meeting Clarence L. Werner and members of the Company's
management team will discuss the Company's results of operations and business
plans. Members of the Board of Directors and the Company's management will
be present to answer your questions.

A copy of the Company's Annual Report to Stockholders for the year ended
December 31, 1997 is enclosed.

As stockholders, we encourage you to attend the meeting in person.
Whether or not you plan to attend the meeting, we ask you to sign, date, and
mail the enclosed proxy as promptly as possible in order to make sure that
your shares will be voted in accordance with your wishes at the meeting in
the event that you are unable to attend. A self-addressed, postage-paid
return envelope is enclosed for your convenience. If you attend the meeting,
you may vote by proxy or you may revoke your proxy and cast your vote in
person.

By Order of the Board of Directors

/s/ James L. Johnson
James L. Johnson
Corporate Secretary and Controller
Omaha, Nebraska
April 6, 1998

WERNER ENTERPRISES, INC.
Post Office Box 45308
Omaha, Nebraska 68145-0308
________________________

PROXY STATEMENT FOR
ANNUAL MEETING OF STOCKHOLDERS
MAY 12, 1998
________________________

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors for the Annual Meeting of Stockholders of
Werner Enterprises, Inc. (the "Company") to be held on Tuesday, May 12, 1998,
at 10:00 a.m. local time, at the Peter Kiewit Conference Center, 1313 Farnam
Street, Omaha, Nebraska, and at any adjournments thereof. The meeting will
be held for the purposes set forth in the notice of such meeting on the cover
page hereof. The Proxy Statement, Form of Proxy and Annual Report to
Stockholders are being mailed by the Company on or about April 6, 1998. A
copy of the Company's Annual Report to the Securities and Exchange Commission
on Form 10-K (exclusive of exhibits) may be obtained without charge by
writing the Secretary of the Company at the above mailing address.

A Form of Proxy for use at the Annual Meeting of Stockholders is
enclosed together with a self-addressed, postage-paid return envelope. Any
stockholder who executes and delivers a proxy has the right to revoke it at
any time prior to its use at the Annual Meeting. Revocation of a proxy may
be effected by filing a written statement with the Secretary of the Company
revoking the proxy, by executing and delivering to the Company a subsequent
proxy before the meeting, or by voting in person at the meeting. A proxy,
when executed and not revoked, will be voted in accordance with the
authorization contained therein. Unless a stockholder specifies otherwise on
the Form of Proxy, all shares represented will be voted for the election of
all nominees for director and for the amendment to the Articles of
Incorporation and increasing the number of authorized shares of Common Stock,
par value of $.01, from 60,000,000 to 200,000,000 shares.

The cost of soliciting proxies, including the preparation, assembly and
mailing of material, will be paid by the Company. Directors, officers and
regular employees of the Company may solicit proxies by telephone, telegraph
or personal contact, for which they will not receive any additional
compensation in respect of such solicitations. The Company will also
reimburse brokerage firms and others for all reasonable expenses for
forwarding proxy material to beneficial owners of the Company's stock.

As a matter of policy, proxies, ballots and voting tabulations that
identify individual stockholders are kept private by the Company. Such
documents are available for examination only by certain representatives
associated with processing proxy cards and tabulating the vote. The vote of
any stockholder is not disclosed, except as may be necessary to meet legal
requirements.

OUTSTANDING STOCK AND VOTING RIGHTS

On March 25, 1998, the Company had 38,282,804 shares of its $.01 par
value Common Stock outstanding. At the meeting, each stockholder will be
entitled to one vote, in person or by proxy, for each share of stock owned of
record at the close of business on March 25, 1998. The stock transfer books
of the Company will not be closed.

With respect to the election of directors, stockholders of the Company,
or their proxy if one is appointed, have cumulative voting rights under the
laws of the State of Nebraska. That is, stockholders, or their proxy, may
vote their shares for as many directors as are to be elected, or may cumulate
such shares and give one nominee as many votes as the number of directors to
be elected multiplied by the number of their shares, or may distribute votes
on the same principle among as many nominees as they may desire. If a
stockholder desires to vote cumulatively, he or she must vote in person or
give his or her specific cumulative voting instructions to the designated
proxy that the number of votes represented by his or her shares are to be
cast for one or more designated nominees. A stockholder may also withhold
authority to vote for any nominee (or nominees) by striking through the name
(or names) of such nominees on the accompanying Form of Proxy. Assuming the
presence of a quorum, an affirmative vote of the holders of a majority of the
outstanding shares of Common Stock, present in person or represented by proxy
at the 1998 Annual Meeting of Stockholders, is required for the election of
Directors.

If an executed proxy is returned and the stockholder has abstained from
voting on any matter, the shares represented by such proxy will be considered
present at the meeting for purposes of determining a quorum and for purposes
of calculating the vote, but will not be considered to have been voted in
favor of such matter. If an executed proxy is returned by a broker holding
shares in street name which indicates that the broker does not have
discretionary authority as to certain shares to vote on one or more matters,
such shares will be considered present at the meeting for purposes of
determining a quorum, but will not be considered to be represented at the
meeting for purposes of calculating the vote with respect to such matter.

On the date of mailing this Proxy Statement, the Board of Directors has
no knowledge of any other matter which will come before the Annual Meeting
other than the matters described herein. However, if any such matter is
properly presented at the meeting, the proxy solicited hereby confers
discretionary authority to the proxies to vote in their sole discretion with
respect to such matters, as well as other matters incident to the conduct of
the meeting.

ELECTION OF DIRECTORS AND
INFORMATION REGARDING DIRECTORS

The Articles of Incorporation of the Company provide that there shall be
up to three separate classes of directors, each consisting of not less than
three directors, and as nearly equal in number as possible. The Bylaws of
the Company divide the Board of Directors into three classes each consisting
of three directors. The term of office of the directors in the first class
expires at the 1998 Annual Meeting of Stockholders. Directors hold office
for a term of three years. The term of office of the directors in the second
and third classes will expire at the 1999 and 2000 Annual Meetings of
Stockholders, respectively. Curtis G. Werner, Gerald H. Timmerman and Donald
W. Rogert, class I directors whose terms will expire at the 1998 Annual
Meeting, have been nominated for re-election at the meeting for terms
expiring at the 2001 Annual Meeting and until their successors are duly
elected and qualified.

Information concerning the names, ages, terms, positions with the
Company and/or business experience of each nominee named above and of the
other persons whose terms as directors will continue after the 1998 Annual
Meeting is set forth below.

[Enlarge/Download Table]

Name Position with Company or Principal Occupation Term Ends
---- ---------------------------------------------- ---------

Clarence L. Werner Chairman of the Board and Chief Executive Officer (2)(3) 2000
Gary L. Werner Vice Chairman 1999
Curtis G. Werner Vice Chairman-Corporate Development (2) 1998
Gregory L. Werner President 1999
Irving B. Epstein Partner of Epstein and Epstein, Law Offices (1)(2)(3) 2000
Martin F. Thompson Retired President and Director of Cherry County Livestock
Auction Co. (1)(2)(3) 1999
Gerald H. Timmerman President of Timmerman & Sons Feeding Co., Inc. (1)(3) 1998
Donald W. Rogert Chairman and President of Mallard Sand & Gravel Co. (1) 1998
Jeffrey G. Doll President of Western Iowa Wine, Inc. 2000

__________
(1) Serves on audit committee.
(2) Serves on option committee.
(3) Serves on executive compensation committee.

Clarence L. Werner, 60, operated Werner Enterprises as a sole
proprietorship from 1956 until its incorporation in September 1982. He has
been a director of the Company since its incorporation and served as
President until 1984. Since 1984, he has been Chairman of the Board and
Chief Executive Officer of the Company.

Gary L. Werner, 40, has been a director of the Company since its
incorporation. Mr. Werner was General Manager of the Company and its
predecessor from 1980 to 1982. He served as Vice President from 1982 until
1984, when he was named President and Chief Operating Officer of the Company.
Mr. Werner was named Vice Chairman in 1991. From 1993 to April 1997, Mr.
Werner also reassumed the duties of President.

Curtis G. Werner, 33, was elected a director of the Company in 1991. He
began employment with the Company in 1985 and was promoted to Director of
Safety in 1986. He was promoted to Vice President-Safety in 1987. Mr.
Werner was promoted to Vice President in 1990, Executive Vice President in
1993, Executive Vice President and Chief Operating Officer in 1994, and Vice
Chairman - Corporate Development in 1996.

Gregory L. Werner, 38, was elected a director of the Company in 1994.
He was a Vice President of the Company from 1984 to March 1996 and was
Treasurer from 1982 until 1986. He was promoted to Executive Vice President
in March 1996 and became President in April 1997. Mr. Werner has directed
revenue equipment maintenance for the Company and its predecessor since 1981.
He also assumed responsibility for the Company's Management Information
Systems in 1993.

Irving B. Epstein, 70, was elected a director of the Company in 1986.
He has been engaged in the private practice of law since 1949 and was a
partner from 1962 to 1989 in Epstein & Leahy, Omaha, Nebraska. In 1989, the
firm of Epstein & Leahy merged into the law firm of Gross & Welch, a
professional corporation. In 1991, Mr. Epstein joined the firm of Brodkey &
Epstein as a partner. Mr. Epstein formed the firm of Epstein and Epstein in
1993. Mr. Epstein has been outside counsel to the Company and its
predecessor since 1976.

Martin F. Thompson, 77, was elected a director of the Company in 1986.
Mr. Thompson was President and a director of Cherry County Livestock Auction
Co., Valentine, Nebraska, from 1982 through 1992 and is currently retired.
From 1955 to 1982, he was President and principal stockholder of Chip
Carriers, Inc., Omaha, Nebraska, a contract carrier. He also owned and
operated Thompson Truck Transportation, Inc., Arlington, Texas, a common
carrier from 1977 to 1982.

Gerald H. Timmerman, 58, was elected a director of the Company in 1988.
Mr. Timmerman has been President since 1970 of Timmerman & Sons Feeding Co.,
Inc., Springfield, Nebraska, which is a cattle feeding and ranching
partnership with operations in three midwestern states.

Donald W. Rogert, 70, was elected a director of the Company in 1994. He
founded Mallard Sand and Gravel Co. in 1993 and has been Chairman of the
Board and President since that time. In 1965, Mr. Rogert founded Hartford
Sand and Gravel Co. and served as Chairman of the Board and President from
1981 to 1988. From 1988 to 1993, Mr. Rogert attended to various personal
investments.

Jeffrey G. Doll, 43, was elected a director of the Company in 1997. He
has been President and Chief Executive Officer of Western Iowa Wine, Inc., a
beer and wine wholesaler located in Council Bluffs, Iowa, since 1986. He
also has been Vice President of Doll Distributing, Inc., a liquor distributor
also located in Council Bluffs since 1980.

Gary L. Werner, Gregory L. Werner, and Curtis G. Werner are sons of
Clarence L. Werner.

In the event that any nominee becomes unavailable for election for any
reason, the shares represented by the accompanying form of proxy will be
voted for any substitute nominees designated by the Board, unless the proxy
withholds authority to vote for all nominees. The Board of Directors knows
of no reason why any of the persons nominated to be directors might be unable
to serve if elected and each nominee has expressed an intention to serve if
elected. There are no arrangements or understandings between any of the
nominees and any other person pursuant to which any of the nominees was
selected as a nominee.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
ELECTION OF EACH NOMINEE TO THE BOARD OF DIRECTORS.

Board of Directors and Committees

The Company has established audit, option and executive compensation
committees. The audit committee discusses the annual audit and resulting
letter of comments to management, consults with the auditors and management
regarding the adequacy of internal controls, directs management and the
auditors for internal audits, and recommends to the Board the appointment of
independent auditors for the next year. The option committee administers the
Company's Stock Option Plan. It has the authority to determine the
recipients of options and stock appreciation rights, the number of shares
subject to such options and the corresponding stock appreciation rights, the
date on which these options and stock appreciation rights are to be granted
and are exercisable, whether or not such options and stock appreciation
rights may be exercisable in installments, and any other terms of the options
and stock appreciation rights consistent with the terms of the plan. The
executive compensation committee reviews and makes recommendations to the
Board of Directors with respect to the compensation of executives. The
Company does not have a standing nominating committee. Functions normally
attributable to a committee of this type are performed by the Board of
Directors as a whole.

The Board of Directors held five (5) meetings and acted by unanimous
written consent two (2) times during the year ended December 31, 1997. There
were two (2) meetings of the audit committee, one (1) meeting of the
executive compensation committee and one (1) meeting of the option committee
during that period. Each director participated in 75% or more of the Board
meetings, and all committee members participated in 75% or more of their
respective committee meetings.

Directors who are not full-time employees of the Company receive a fee
of $2,000 for each meeting of the Board of Directors and for each committee
meeting if not held on a day on which a meeting of the Board of Directors is
held.

Executive Officers

The following table sets forth the executive officers of the Company and
the capacities in which they serve.

[Download Table]

Name Age Capacities In Which They Serve
---- --- ------------------------------

Clarence L. Werner 60 Chairman of the Board and Chief Executive Officer
Gary L. Werner 40 Vice Chairman
Curtis G. Werner 33 Vice Chairman - Corporate Development
Gregory L. Werner 38 President
Robert E. Synowicki, Jr. 39 Executive Vice President and Chief Operating Officer
Richard S. Reiser 51 Executive Vice President and General Counsel
Alan D. Adams 60 Vice President - Operations
Mark A. Martin 36 Vice President - Van Division
Duane D. Henn 60 Vice President - Safety
Larry P. Williams 52 Vice President - Logistics
John J. Steele 40 Vice President, Treasurer and Chief Financial Officer
Dwayne O. Haug 49 Vice President - Maintenance
James L. Johnson 34 Corporate Secretary and Controller

See "ELECTION OF DIRECTORS AND INFORMATION REGARDING DIRECTORS" for
information regarding the business experience of Clarence L. Werner, Gary L.
Werner, Curtis G. Werner, and Gregory L. Werner.

Robert E. Synowicki, Jr. joined the Company in 1987 as a tax and finance
manager. He was appointed Treasurer in 1989, became Vice President,
Treasurer and Chief Financial Officer in 1991, Executive Vice President and
Chief Financial Officer in March 1996, and Executive Vice President and Chief
Operating Officer in November 1996. Mr. Synowicki is a certified public
accountant and was employed by the firm of Arthur Andersen & Co., independent
public accountants, from 1983 until his employment with the Company.

Richard S. Reiser joined the Company as Vice President and General
Counsel in 1993, and was promoted to Executive Vice President and General
Counsel in November 1996. Mr. Reiser was a partner in the Omaha office of
the law firm of Nelson and Harding from 1975 to 1984. From 1984 until his
employment with the Company, he was engaged in the private practice of law as
a principal and director of Gross & Welch, a professional corporation, Omaha,
Nebraska.

Alan D. Adams joined the Company in 1983 as Marketing Director and was
promoted to Director of Operations in 1986. In 1987, he was named Vice
President - Operations. Prior to joining the Company, Mr. Adams was General
Manager of Larson Trucks, Inc. in Bloomington, Minnesota.

Mark A. Martin joined the Company in 1989 as an Account Executive. He
was promoted to Regional Marketing Director in 1991. In 1993, he was named
Vice President - Van Division. Prior to joining the Company, Mr. Martin was
employed as a marketing representative for the Burlington Motor Carrier Group
in Daleville, Indiana.

Duane D. Henn joined the Company in 1985 as a Driver Recruiter. He was
named National Director of Driver Recruiting in 1986. In 1988 he was
promoted to Director of Safety, and in 1994 was named Vice President -
Safety. Prior to joining the Company, Mr. Henn spent 20 years in State and
County Law Enforcement and 6 years in the Court System.

Larry P. Williams joined the Company in 1988 as an Account Executive.
In 1991, he was promoted to Director of Regional Fleets. He was named Vice
President - Logistics in 1994. Prior to joining the Company, Mr. Williams
held various management positions with United Parcel Service and Federated
Department Stores.

John J. Steele joined the Company in 1989 as Controller. He was elected
Secretary in 1992, Vice President - Controller and Secretary in 1994, and
Vice President, Treasurer and Chief Financial Officer in November 1996. Mr.
Steele is a certified public accountant and was employed by the firm of
Arthur Andersen & Co., independent public accountants, from 1979 until his
employment with the Company.

Dwayne O. Haug joined the Company in 1990 as Director of Maintenance.
He was promoted to Vice President - GraGar, Inc. (a wholly owned subsidiary
of the Company) in 1994, and Vice President - Maintenance in February 1997.
Mr. Haug was President of Silvey Refrigerated Carriers, Inc. in Council
Bluffs, Iowa from 1988 until his employment with the Company. He held
various management positions with Ellsworth Freight Lines, Inc. in Eagle
Grove, Iowa from 1972 to 1987.

James L. Johnson joined the Company in 1991 as Manager of Financial
Reporting. He was promoted to Assistant Controller in 1992, Director of
Accounting in 1994, and was named Corporate Secretary and Controller in
November 1996. Mr. Johnson is a certified public accountant and was employed
by the firm of Arthur Andersen & Co., independent public accountants, from
1985 until his employment with the Company.

Under the Company's bylaws, each executive officer holds office for a
term of one year or until his successor is elected and qualified. The
executive officers of the Company are elected by the Board of Directors at
its Annual Meeting immediately following the Annual Meeting of Stockholders.

Compliance With Section 16(a) Of The Exchange Act

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors, and persons who own more than ten
percent of a registered class of the Company's equity securities, to file
initial reports of ownership and changes in ownership with the Securities and
Exchange Commission. Officers, directors and greater than ten-percent
shareholders are required by SEC regulation to furnish the Company with
copies of all Section 16(a) forms they file.

Based solely on its review of the copies of such forms received by it,
or written representations from certain reporting persons that no Forms 5
were required for those persons, the Company believes that, during the year
ended December 31, 1997, all filing requirements applicable to its officers,
directors, and greater than ten-percent beneficial owners were complied with.

SECURITY OWNERSHIP OF DIRECTORS,
EXECUTIVE OFFICERS AND PRINCIPAL STOCKHOLDERS

The authorized Common Stock of the Company consists of 60,000,000
shares, $.01 par value.

The following table sets forth certain information as of March 25, 1998,
with respect to the beneficial ownership of the Company's Common Stock by
each director and each nominee for director of the Company, by each executive
officer of the Company named in the Summary Compensation Table herein, by
each person known to the Company to be the beneficial owner of more than 5%
of the outstanding Common Stock, and by all executive officers, directors,
and director nominees as a group. On March 25, 1998, the Company had
38,282,804 shares of Common Stock outstanding.

[Download Table]

Beneficial Ownership
Name of --------------------
Beneficial Owner Shares Percent
---------------- ------ -------

Clarence L. Werner 10,773,550 28.1%
Gary L. Werner 1,319,120 3.4%
Curtis G. Werner 1,392,485 3.6%
Gregory L. Werner 1,572,510 4.1%
Robert E. Synowicki, Jr. (1) 42,001 *
Irving B. Epstein 3,020 *
Martin F. Thompson 3,250 *
Gerald H. Timmerman 6,000 *
Donald W. Rogert 1,500 *
Jeffrey G. Doll 1,000 *
Wellington Management Company, LLP (2) 4,316,827 11.3%
All executive officers, directors, and director
nominees as a group (18 persons)(3)(4) 15,266,225 39.7%

___________
* Indicates less than 1%.

(1) Includes options to purchase 40,625 shares which are exercisable as of
March 25, 1998 or which become exercisable 60 days thereafter.

(2) Based on Schedule 13G as of December 31, 1997, as filed with the
Securities and Exchange Commission by Wellington Management Company,
LLP, 75 State Street, Boston, Massachusetts 02109. Wellington
Management Company, LLP claims shared voting power with respect to
3,184,582 shares, shared dispositive power with respect to 4,316,827
shares, and no sole voting or dispositive power with respect to any of
these shares.

(3) Includes options to purchase 187,387 shares which are exercisable as of
March 25, 1998, or which become exercisable 60 days thereafter.
Percentage determined on the basis of 38,470,191 shares of Common Stock
outstanding.

(4) Percentage does not include 1,388,610 shares owned by Gail M. Werner-
Robertson, a former director and the daughter of Clarence L. Werner.
The total percentage ownership, including shares owned by Ms. Werner-
Robertson, is 43.3%.

EXECUTIVE COMPENSATION AND OTHER INFORMATION

The following table summarizes the compensation paid by the Company and
its subsidiaries to the Company's Chief Executive Officer and to the
Company's four most highly compensated executive officers other than the
Chief Executive Officer who were serving as executive officers at December
31, 1997, for services rendered in all capacities to the Company and its
subsidiaries during the three fiscal years ended December 31, 1997.

[Enlarge/Download Table]

SUMMARY COMPENSATION TABLE
--------------------------
Long Term
Compensation
Annual Compensation Awards
------------------------------------ --------------
Other Securities
Name and Annual Underlying All Other
Principal Compensation Options / Comp
Position Year Salary($) Bonus($) ($)(1) SARs (#) ($)(2)
--------- ---- --------- -------- ------------ ---------- ---------

Clarence L. Werner 1997 544,875 200,000 88,572 - -
Chairman and 1996 520,833 175,000 - - -
Chief Executive Officer 1995 486,000 150,000 102,185 - -

Gary L. Werner 1997 212,125 90,000 - - -
Vice Chairman 1996 205,385 80,000 - - -
1995 203,866 50,000 13,558 - -

Curtis G. Werner 1997 186,125 70,000 - - -
Vice Chairman - 1996 185,000 60,000 - - -
Corporate Development 1995 175,649 45,000 15,503 - -

Gregory L. Werner 1997 205,644 100,000 - 100,000 -
President 1996 174,846 60,000 - - -
1995 138,200 45,000 9,813 - -

Robert E. Synowicki, Jr. 1997 191,625 80,000 - 40,000 4,291
Executive Vice President 1996 145,197 60,000 - - 4,367
and Chief Operating Officer 1995 129,038 50,000 - 15,000 3,573

(1) Other annual compensation consists of amounts reimbursed during 1997 and
1995 for payment of taxes for Mr. Clarence L. Werner and payment of
taxes during 1995 for Mr. Gary L. Werner, Mr. Curtis G. Werner and Mr.
Gregory L. Werner.

(2) All other compensation for 1997 reflects the Company's contribution to
the individual 401(k) retirement savings plan of $3,998 and the
Company's contribution to the employee stock purchase plan of $293 of
Mr. Robert E. Synowicki, Jr.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

[Enlarge/Download Table]

Individual Grants
-----------------------------------------------------------------------------
Potential
Realizable Value
At Assumed
Number of Annual Rates Of
Securities % of Total Stock Price
Underlying Options/SARs Appreciation For
Options/SARs Granted to Exercise Option Term(2)
Granted Employees in Price Expiration --------------
Name (1)(#) Fiscal Year ($/Share) Date 5%($) 10%($)
---- ------------ ------------ --------- ---------- -------- --------

Clarence L. Werner - 0.0% - - - -
Gary L. Werner - 0.0% - - - -
Curtis G. Werner - 0.0% - - - -
Gregory L. Werner 100,000 22.2% $20.125 12/9/07 1,265,643 3,207,401
Robert E. Synowicki, Jr. 40,000 8.9% $20.125 12/9/07 506,257 1,282,960

(1) Options become exercisable in installments of 25%, 20%, 20%, 20% and 15%
after the expiration of 18, 30, 42, 54 and 66 months, respectively, from
the date of grant.

(2) The potential realizable values assume 5% and 10% annual rates of stock
price appreciation from the grant date based on the options being
outstanding for ten years (expiration of option term). The actual
realizable value of the options in this table depends upon the actual
performance of the Company's stock during the actual period the options
are outstanding.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION/SAR VALUES

[Enlarge/Download Table]

Number of Securities Value of Unexercised
Underlying Unexercised In-The-Money
Options/SAR's At Options/SAR's At
Shares December 31, 1997 December 31, 1997(1)
Acquired On Value ---------------------- --------------------
Name Exercise (#) Realized($) Exercisable(#) Unexercisable(#) Exercisable($) Unexercisable($)
---- ------------ ----------- -------------- ---------------- -------------- ----------------

Clarence L. Werner - - - - - -
Gary L. Werner 217,500 3,009,293 - - - -
Curtis G. Werner - - - - - -
Gregory L. Werner - - - 100,000 - 37,500
Robert E. Synowicki, Jr. 2,500 35,208 30,125 67,375 202,404 187,463

(1) Based on a $20.50 closing price per share of the Company's Common Stock
on December 31, 1997.

BOARD EXECUTIVE COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION

The Executive Compensation Committee of the Board of Directors has
furnished the following report on executive compensation:

The Executive Compensation Committee annually reviews and approves the
compensation for the Chairman and Chief Executive Officer ("CEO") of the
Company. In turn, the Chairman and CEO reviews and recommends the
compensation for the Vice Chairman, Vice Chairman-Corporate Development, and
the President. Compensation for other executive officers is reviewed and
recommended by the Chairman and CEO, Vice Chairman, Vice Chairman-Corporate
Development, and the President. The Executive Compensation Committee reviews
and approves the total compensation for the executive officers of the
Company, including the Chairman and CEO.

As with all employees, compensation for the Company's executive
officers, including Clarence L. Werner, Chairman and CEO, is based on
individual performance and the Company's financial performance. The
Company's financial performance is the result of the coordinated efforts of
all employees, including executive officers, through teamwork focused on
meeting the expectations of customers and stockholders. The Company strives
to compensate its executive officers, including the Chairman and CEO, based
upon the following key factors: (1) Salary levels of executives employed by
competitors in the trucking industry and other regional and national
companies, (2) Experience and pay history with the Company, (3) Retention of
key executives of the Company, (4) Relationship of individual and Company
financial performance to compensation increases.

Base salaries and the annual bonus are determined based on the above
factors. The annual bonus plan allows executive officers to earn additional
compensation depending on individual and Company financial performance.
Company financial performance is evaluated by reviewing such factors as the
Company's operating ratio, earnings per share, revenue growth and size and
performance relative to competitors in the trucking industry. Individual
performance is evaluated by reviewing the individual's contribution to these
financial performance goals as well as a review of quantitative and
qualitative factors. Stock options are used as a long-term compensation
incentive and are intended to retain and motivate executives and management
personnel for the purpose of improving the Company's financial performance,
which should, in turn, improve the Company's stock performance. Stock
options are granted periodically to executives and management based on the
individuals' performance and potential contribution. Stock options are
granted with exercise prices equal to the prevailing market price of the
Company's stock on the date of the grant. Therefore, options only have value
if the market price of the Company's stock increases after the grant date.

The Committee compared the total compensation package for Mr. Clarence
L. Werner and the other top Werner executives to the total compensation
packages of many of the Company's publicly-traded competitors in the
truckload industry, as disclosed on each company's most recently available
proxy statement. Comparisons were made on the basis of total compensation
per tractor operated, total compensation as a percentage of net income and
similar factors. Both the total compensation of the Company's CEO and the
average total compensation of the Company's other executives disclosed in the
summary compensation table were in the middle of the range of compensation
paid by many of the Company's publicly-traded competitors in the truckload
industry.

The Executive Compensation Committee has determined it is unlikely that
the Company would pay any amounts in the year ended December 1998 that would
result in a loss of Federal income tax deduction under Section 162(m) of the
Internal Revenue Code of 1986, as amended, and accordingly, has not
recommended that any special actions be taken or that any plans or programs
be revised at this time.

Clarence L. Werner, Committee Chairman
Irving B. Epstein
Martin F. Thompson
Gerald H. Timmerman

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Mr. Clarence L. Werner serves as Chairman of the Executive Compensation
Committee and is also the Chairman and Chief Executive Officer of the
Company.

Mr. Epstein serves on the Executive Compensation Committee and is a
partner in the law firm of Epstein and Epstein, which serves as outside
counsel to the Company.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN

[PERFORMANCE GRAPH APPEARS HERE]

[Download Table]

12/31/92 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97
-------- -------- -------- -------- -------- --------

Werner Enterprises, Inc. $100 $135 $105 $ 90 $122 $138
Standard & Poor's 500 $100 $110 $111 $153 $189 $252
Nasdaq Trucking Group $100 $113 $106 $ 85 $100 $129
(SIC Code 42)

Assuming the investment of $100 on December 31, 1992, and reinvestment
of all dividends, the graph above compares the cumulative total stockholder
return on the Company's Common Stock for the last five fiscal years with the
cumulative total return of the Standard & Poor's 500 Market Index and an
index of other companies that are in the trucking industry (Nasdaq Trucking
Group - Standard Industrial Classification (SIC) Code 42) over the same
period. The Company's stock price was $20.50 as of December 31, 1997, which
was used for purposes of calculating the total return on the Company's Common
Stock for the year ended December 31, 1997.

PROPOSAL CONCERNING INCREASE IN AUTHORIZED
SHARES OF COMMON STOCK AND RELATED MATTERS

On February 10, 1998, the Board of Directors authorized a resolution
recommending that the shareholders consider and approve an amendment to
Article V of the Company's Articles of Incorporation (the "Articles") that
would increase the number of authorized shares of the Company's Common Stock,
$.01 par value, from 60,000,000 shares to 200,000,000 shares. To be adopted,
this proposal requires the affirmative vote of the stockholders representing
a majority of the outstanding shares of the Common Stock of the Company
present in person or represented by proxy at the 1998 Annual Meeting of
Stockholders. The Board of Directors believes that it is in the best
interests of the Corporation and its stockholders to amend the Articles to
give effect to the proposed amendment.

Article V of the Articles, as amended by the proposed amendment, would
read as set forth below:

The aggregate number of shares of Common Stock which this
Corporation shall have authority to issue is 200,000,000 shares, having
a par value of $.01 each.

All transfers of the shares of this Corporation shall be made in
accordance with the provisions of the By-Laws of the Corporation.

As of March 25, 1998, there were 38,656,773 shares of Common Stock
issued and 38,282,804 shares of Common Stock outstanding. Additional shares
of 688,062 may be issued pursuant to the Company's Stock Option Plan.

The Board of Directors considers the proposed increase in the number of
authorized shares desirable because it would give the Company the necessary
flexibility to issue Common Stock in connection with stock dividends, stock
splits, the raising of additional capital, acquisitions, employee benefit
plans and other general corporate purposes.

If the proposed amendment to the Articles is adopted, no further
approval of the holders of Common Stock would be required for the issuance of
shares of Common Stock as authorized by the amendment and, absent any legal,
stock exchange or Nasdaq requirements, it is not contemplated that further
approval of the holders of Common Stock would be sought for issuance of
shares authorized by the amendment. The issuance of additional shares of
Common Stock may, among other things, have a dilutive effect on the earnings
per share and on the equity and voting power of existing holders of Common
Stock. The increase in authorized shares of Common Stock has not been
proposed for an antitakeover-related purpose and the Board of Directors and
management of the Company have no knowledge of any current efforts to obtain
control of the Company or to effect large accumulations of Common Stock.

Assuming the presence of a quorum, if the amendment to the Articles is
approved by the stockholders representing a majority of the outstanding
shares of Common Stock present in person or represented by proxy at the 1998
Annual Meeting of Stockholders, it will become effective upon the filing of a
Certificate of Amendment to the Articles with the Secretary of State of the
State of Nebraska, which is expected to be accomplished as promptly as
practicable after such approval is obtained.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSED AMENDMENT.

CERTAIN TRANSACTIONS

The Company leases certain land from the Clarence L. Werner Revocable
Trust (the Trust), a related party. Clarence L. Werner, Chairman of the
Board and Chief Executive Officer, is the sole trustee of the Trust. The
land and related improvements consist of lodging facilities and a sporting
clay range and are used by the Company for business meetings and customer
promotion. The 20 year lease, which began in 1994, does not require the
Company to make rental payments to the Trust in exchange for use of the
property. Either party may terminate the lease after 10 years by providing
prior written notification of its intent to do so. The Company has made
total leasehold improvements to the land of approximately $1.1 million, which
were completed in 1995. The terms of the lease provide that, should the
Trust exercise its right to terminate the lease after 10 years, the Trust
will reimburse the Company for an amount equal to the original cost of the
leasehold improvements, less accumulated depreciation calculated on a
straight-line basis over the term of the lease (20 years).

Clarence L. Werner and Curtis G. Werner, directors and officers of the
Company, and Timmerman & Sons Feeding Co., Inc., a company partially owned by
Gerald H. Timmerman, a director of the Company, own limited partnership
interests in and have made loans to Nebraska Beef, Ltd., a meatpacking
company. The Company provided freight and logistics services to Nebraska
Beef, Ltd. which generated revenues to the Company of approximately $201,000
during 1997.

In October 1997, Timmerman & Sons Feeding Co., Inc. purchased
approximately $76,000 of revenue equipment from the Company. Gerald H.
Timmerman, who is a director, is President of Timmerman & Sons Feeding Co.,
Inc.

PUBLIC ACCOUNTANTS

Arthur Andersen LLP has served as the independent public accountants of
the Company since its incorporation in 1983. It is anticipated that the
audit committee will recommend that the Board of Directors select Arthur
Andersen LLP to serve as independent public accountants for the Company for
the year ending December 31, 1998. Such selection will be made by the Board
of Directors at its Annual Meeting which is scheduled to occur immediately
following the 1998 Annual Meeting of Stockholders. Representatives of Arthur
Andersen LLP will be present at the Annual Meeting of Stockholders, will have
an opportunity to make a statement if they so desire, and will be available
to respond to appropriate questions from stockholders.

STOCKHOLDER PROPOSALS

Stockholder proposals intended to be presented at the 1999 Annual
Meeting of Stockholders must be received by the Secretary of the Company on
or before December 7, 1998 to be eligible for inclusion in the Company's 1999
proxy materials. The inclusion of any such proposal in such proxy material
shall be subject to the requirements of the proxy rules adopted under the
Securities Exchange Act of 1934, as amended.

Stockholder proposals submitted for presentation at the 1998 Annual
Meeting must be received by the Secretary of the Company at its headquarters
in Omaha, Nebraska no later than April 22, 1998. Such proposals must set
forth (i) a brief description of the business desired to be brought before
the Annual Meeting and the reason for conducting such business at the Annual
Meeting, (ii) the name and address of the stockholder proposing such
business, (iii) the class and number of shares of the Company's Common Stock
beneficially owned by such stockholder and (iv) any material interest of such
stockholder in such business. Nominations for directors may be submitted by
stockholders by delivery of such nominations in writing to the Secretary of
the Company by May 2, 1998. Only stockholders of record as of March 25, 1998
are entitled to bring business before the Annual Meeting or make nominations
for directors.

OTHER BUSINESS

Management of the Company knows of no business that will be presented
for consideration at the Annual Meeting of Stockholders other than that
described in the Proxy Statement. As to other business, if any, that may
properly be brought before the meeting, it is intended that proxies solicited
by the Board will be voted in accordance with the best judgment of the person
voting the proxies.

Stockholders are urged to complete, date, sign and return the proxy
enclosed in the envelope provided. Prompt response will greatly facilitate
arrangements for the meeting, and your cooperation will be appreciated.

By Order of the Board of Directors

/s/ James L. Johnson
James L. Johnson
Corporate Secretary and Controller

WERNER ENTERPRISES, INC.
Post Office Box 45308
Omaha, Nebraska 68145-0308
________________________

FORM OF PROXY
________________________

This Proxy is solicited on behalf of the Board of Directors for the
Annual Meeting of Stockholders to be held May 12, 1998. The undersigned
hereby appoints Clarence L. Werner and Gary L. Werner, and each of them, as
proxy, with full power of substitution in each of them and hereby authorizes
them to represent and vote, as designated below, all the shares of Common
Stock of Werner Enterprises, Inc., held of record by the undersigned as of
March 25, 1998, at the Annual Meeting of Stockholders to be held on May 12,
1998, and any adjournments thereof.

1. Election of Directors.
(Check only one box below. To withhold authority for any individual
nominee, strike through the name of the nominee.)

[ ] To vote for all the nominees listed below:

Curtis G. Werner
Gerald H. Timmerman
Donald W. Rogert

[ ] To withhold authority to vote for all nominees listed above.

2. To amend the Articles of Incorporation and increase the number of
authorized shares of Common Stock, par value of $.01, from 60,000,000 to
200,000,000 shares.
(Check only one box below.)

FOR [ ] AGAINST [ ] ABSTAIN [ ]

3. In their discretion, the proxy is authorized to vote upon such other
business as may properly come before the meeting.

This Proxy, when properly executed, will be voted in the manner directed
hereon by the undersigned stockholder. If no direction is made, this Proxy
will be voted FOR the election of all nominees for director and FOR the
amendment to the Articles of Incorporation and increasing the number of
authorized shares of Common Stock, par value of $.01, from 60,000,000 to
200,000,000 shares. Please sign exactly as your name appears. When shares
are held by joint tenants, both should sign. When signing as an attorney,
executor, administrator, trustee or guardian, please give your full title.
If signing as a corporation, please sign the full corporate name by the
President or another authorized officer. If a partnership, please sign in
the partnership name by an authorized person.

_________________________ __________ _________________________ ___________
Signature Date Signature if held jointly Date

Please mark, sign, date, and promptly return this form of proxy using the
enclosed self-addressed, postage-paid return envelope.

Dates Referenced Herein and Documents Incorporated by Reference

This ‘PRER14A’ Filing	Date	Other Filings

	12/31/98	10-K405
	12/7/98
	5/12/98	10-Q
	5/2/98
	4/22/98
	4/6/98	DEF 14A
Filed on:	3/27/98
	3/25/98
	2/10/98	SC 13G/A
	12/31/97	10-K405, DEF 14A, PRE 14A
	12/31/92
		List all Filings

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Filing Submission 0000793074-98-000006 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Werner Enterprises Inc – ‘PRER14A’ on 3/27/98

As of: Friday, 3/27/98 · Accession #: 793074-98-6 · File #: 0-14690

Revised Preliminary Proxy Solicitation Material — Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Revised Preliminary Proxy Solicitation Material — Schedule 14A
Filing Table of Contents