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Werner Enterprises Inc. – ‘8-K’ for 8/5/22

On:  Friday, 8/5/22, at 4:22pm ET   ·   For:  8/5/22   ·   Accession #:  793074-22-41   ·   File #:  0-14690

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

 8/05/22  Werner Enterprises Inc.           8-K:7,9     8/05/22   11:207K

Current Report   —   Form 8-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     45K 
 2: EX-99.1     Miscellaneous Exhibit                               HTML     13K 
 6: R1          Document and Entity Information Document            HTML     47K 
 9: XML         IDEA XML File -- Filing Summary                      XML     11K 
 7: XML         XBRL Instance -- wern-20220805_htm                   XML     22K 
 8: EXCEL       IDEA Workbook of Financial Reports                  XLSX      8K 
 4: EX-101.LAB  XBRL Labels -- wern-20220805_lab                     XML     70K 
 5: EX-101.PRE  XBRL Presentations -- wern-20220805_pre              XML     34K 
 3: EX-101.SCH  XBRL Schema -- wern-20220805                         XSD     10K 
10: JSON        XBRL Instance as JSON Data -- MetaLinks               12±    18K 
11: ZIP         XBRL Zipped Folder -- 0000793074-22-000041-xbrl      Zip     20K 


‘8-K’   —   Current Report


This is an HTML Document rendered as filed.  [ Alternative Formats ]



 iX:   C:  C: 
  wern-20220805  
 i 0000793074 i false00007930742022-08-052022-08-05

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM  i 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
 i August 5, 2022
 i WERNER ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)

 i Nebraska i 0-14690 i 47-0648386
(State or other jurisdiction of
incorporation)
(Commission File Number)(I.R.S. Employer
Identification No.)
 i 14507 Frontier Road 
 i Post Office Box 45308
 i Omaha, i Nebraska i 68145-0308
(Address of principal executive offices) (Zip Code)
( i 402)  i 895-6640
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 i  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 i  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 i  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))
 i  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR40.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
 Title of each classTrading Symbol(s)Name of each exchange on which registered
 i Common Stock, $0.01 Par Value i WERN i The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  i 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.




ITEM 7.01.    REGULATION FD DISCLOSURE.

On August 5, 2022, the registrant issued a press release announcing its upcoming participation in two virtual investment conferences. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

The investor materials provided by the registrant at the Susquehanna conference will be made publicly available prior to the conference date on the registrant’s internet website: www.werner.com in the “Investors” section under "News & Events" and then “Events Calendar”. A live webcast for the Cowen conference will be publicly available on the conference date on the registrant’s internet website. Replay of the webcast and any related investor materials will also be accessible by the public on such website for a limited period following each conference date. Details concerning the conferences, investor materials, webcast and replay are included in the exhibit.

In accordance with General Instruction B.2 to the Form 8-K, the information under this Item 7.01 and the press release exhibit to this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section 18, nor shall such information and exhibit be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), unless the registrant expressly states that such information and exhibit are to be considered “filed” under the Exchange Act or incorporates such information and exhibit by specific reference in an Exchange Act or Securities Act filing.

This Current Report on Form 8-K, as well as the investor materials provided by and the oral public statements made by any representative of the registrant during the webcast announced in this Form 8-K and the related press release, may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements are based on information presently available to the registrant’s management and are current only as of the date made. Actual results could also differ materially from those anticipated as a result of a number of factors, including, but not limited to, those discussed in the registrant’s Annual Report on Form 10-K for the year ended December 31, 2021 and subsequently filed Quarterly Reports on Form 10-Q. For those reasons, undue reliance should not be placed on any forward-looking statement. The registrant assumes no duty or obligation to update or revise any forward-looking statement, although it may do so from time to time as management believes is warranted or as may be required by applicable securities law. Any such updates or revisions may be made by the registrant by filing reports with the U.S. Securities and Exchange Commission, through the issuance of press releases or by other methods of public disclosure.
















ITEM 9.01.     FINANCIAL STATEMENTS AND EXHIBITS.

    (d)    Exhibits.

101Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).
104The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


WERNER ENTERPRISES, INC.
By: /s/ John J. Steele
 John J. Steele
 Executive Vice President, Treasurer and
Chief Financial Officer
By: /s/ James L. Johnson
 James L. Johnson
 Executive Vice President, Chief Accounting
Officer and Corporate Secretary




Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
Filed on / For Period end:8/5/22
12/31/2110-K
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Filing Submission 0000793074-22-000041   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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