Werner Enterprises (WERN) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 12, 2026, at Embassy Suites Omaha - La Vista Hotel & Conference Center in La Vista, NE.

• Shareholders are invited to vote on key proposals, with materials available online or by request before April 28, 2026.

Voting matters and shareholder proposals

• Election of four directors: Diane K. Duren, Derek J. Leathers, Michelle D. Livingstone, and M. Gayle Packer, with board recommending a vote for all.

• Advisory vote on executive compensation, with board recommending approval.

• Ratification of KPMG LLP as independent registered public accounting firm for fiscal year ending December 31, 2026, recommended by the board.

• Proxy holders authorized to vote on any other business that may arise at the meeting.

Board of directors and corporate governance

• Four director nominees presented for election at the annual meeting.