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Posted 01 March, 2024

WERNER ENTERPRISES INC appointed new CEO

CEO Change detected for ticker Nasdaq:WERN in a 8-K filed on 01 March, 2024.


  On February 27, 2024, Vikram Mansharamani, Ph.D. submitted to Derek Leathers, CEO and Chairman, and the independent members of the Board of Directors of Werner Enterprises, Inc. (the "Company") his letter of resignation from the Company's Board of Directors, effective on such date.  

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Overview of WERNER ENTERPRISES INC
Transportation/Logistics • Trucking
Werner Enterprises, Inc. engages in the provision of logistics services. It operates through the Truckload Transportation Services and Werner Logistics segments. The Truckload Transportation Services segment consists of one-way truckload and specialized services units such as the medium-to-long haul van fleet which provides a consumer non durable products and commodities in truckload quantities. The Werner Logistics segment provides non-trucking services to customers such as truck brokerages which uses contracted carriers to complete customer shipments. The company was founded by Clarence L. Werner in 1956 and is headquartered in Omaha, NE.
Market Cap
$2.45B
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WERNER ENTERPRISES INC by TradingView
Relevant filing section
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS


Resignation of Director


On February 27, 2024, Vikram Mansharamani, Ph.D. submitted to Derek Leathers, CEO and Chairman, and the independent members of the Board of Directors of Werner Enterprises, Inc. (the "Company") his letter of resignation from the Company's Board of Directors, effective on such date. Dr. Mansharamani was elected as a Board member at the Company's 2021 Annual Meeting of Stockholders for a three-year term, which term was scheduled to expire on May 14, 2024, the date of the Company's upcoming Annual Meeting of Stockholders ("2024 Annual Meeting"). Prior to his resignation, Dr. Mansharamani served as a member of the Company's Audit Committee, the Environmental Social and Governance (ESG) Committee (until May 2023), and the Nominating and Corporate Governance Committee (the "Nominating Committee"). 


On February 19, 2024, in a Company scheduled Nominating Committee meeting, Dr. Mansharamani expressed an interest in being considered for a second term on the Company's Board of Directors. On February 21, 2024, the Board's Lead Independent Director and the Company's Chairman and CEO informed Dr. Mansharamani that he did not have the support of the Nominating Committee and that the Nominating Committee would not be recommending him to the Board of Directors for reelection as a director at the Company's 2024 Annual Meeting. On February 27, 2024, Dr. Mansharamani delivered a resignation letter. He stated the reasons for his resignation were ongoing material disagreements with the Board of Directors. 


The Company believes that Dr. Mansharamani's disagreements relate to the discussions described above and to differing philosophical principles on how the Company and its Board of Directors should address social responsibility and related corporate governance. The Board of Directors previously discussed such matters with Dr. Mansharamani during his tenure at both Board and Committee meetings at which he was present. While the Company disagrees with Dr. Mansharamani's statements, it carefully considers its policies and related practices and takes his report of ongoing material disagreements with the Board of Directors seriously. The Company is proud of its commitment to stewardship, community engagement, and effective corporate governance. 


A copy of Dr. Mansharamani's letter to the Board of Directors regarding his resignation from the Board of Directors is included as Exhibit 17.1 to this Form 8-K. The Company is providing a copy of this Form 8-K to Dr. Mansharamani and the opportunity to respond as to whether he agrees with the statements made in this Form 8-K and if not, the respects in which he does not agree.