Werner Enterprises Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect four directors: one Class III director for a one-year term (expiring 2027) and three Class II directors for three-year terms (expiring 2029).

2. 2

   Advisory Resolution on Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement.

   More detail

   This is a management-sponsored, non-binding advisory 'say-on-pay' resolution asking shareholders to approve the compensation paid to the Company’s Named Executive Officers as disclosed in the proxy statement. Management seeks this annual advisory approval to confirm that its executive pay program — which includes base salary, a cash annual incentive plan tied to operating income, revenues less fuel surcharge and individual performance, and long-term equity awards split between time-based restricted stock and performance stock with TSR modifiers — aligns with shareholder interests and corporate strategy. The Board and Compensation Committee argue the program supports retention, links pay to performance, balances short- and long-term incentives, and includes governance safeguards such as stock ownership guidelines, clawback provisions, and hedging/pledging prohibitions. The proposal is non-binding by law; however, the Board intends to review and consider the outcome when making future compensation decisions. Company context relevant to this vote includes significantly weaker 2025 financial results (operating income and EPS declines driven by restructuring, impairment and other charges) and a prior 2025 say-on-pay vote where approximately 92% of votes cast supported the compensation program, which the Board cites as evidence of stockholder support. A vote FOR supports management’s current compensation design and its view that the program incentivizes appropriate performance and retention; a vote AGAINST would signal stockholder dissatisfaction potentially prompting the Compensation Committee to reevaluate plan design, performance metrics, or disclosures. Given the proposal’s advisory nature, investors should weigh the program’s alignment features, recent company performance, and the Compensation Committee’s responsiveness to stockholder feedback when evaluating the merits of the proposal.

3. 3

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

Upcoming shareholder meetings at Werner Enterprises Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Werner Enterprises Inc 2026 annual meeting?

Werner Enterprises Inc (WERN) holds its 2026 annual shareholder meeting on Tuesday, May 12, 2026.

What is the record date for the Werner Enterprises Inc 2026 meeting?

The record date for the Werner Enterprises Inc 2026 meeting is Thursday, March 5, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Werner Enterprises Inc's 2026 meeting?

The board is presenting 4 director nominees at the Werner Enterprises Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Werner Enterprises Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Werner Enterprises Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.