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WERNER ENTERPRISES INC. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and WERNER ENTERPRISES INC.’s Form 8-K, filed May 15, 2024 (Item 5.07 on EDGAR). Page generated October 18, 2026.

  • 8Reported items
  • 274Asset managers
  • 1,842Fund votes
  • May 14, 2024Meeting date

Results at a glance

Meeting of May 14, 2024: 5 items on WERNER ENTERPRISES INC.’s Form 8-K, filed May 15, 2024: 2 approved · 3 without a stated outcome.

Material dissent

None.

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore WERNER ENTERPRISES INC. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by WERNER ENTERPRISES INC.

These tallies are WERNER ENTERPRISES INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed May 15, 2024 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

WERNER ENTERPRISES INC. — official shareholder meeting results, meeting held May 14, 2024
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Michelle D. Greene-Class I 54,548,748---- 4,954,672981,117 92%Not verified—
Elect Director: Scott C. Arves-Class III 51,981,830---- 7,521,590981,117 87%Not verified—
Elect Director: Alexi A. Wellman-Class III 52,320,785---- 7,182,635981,117 88%Not verified—
2. The advisory resolution on executive compensation 52,667,1296,776,30259,989 --981,117 89%Approved—
3. The appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024 59,389,1411,068,43026,966 ---- 98%Approved—

Source: WERNER ENTERPRISES INC., Form 8-K, filed with the SEC on May 15, 2024 — read the filing on EDGAR.

How asset managers voted at the WERNER ENTERPRISES INC. 2023-2024 meeting

Each item below shows how the 274 asset managers that disclosed a WERNER ENTERPRISES INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of WERNER ENTERPRISES INC.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. Election of Directors: Alexi A. Wellman

No official matchDIRECTOR ELECTIONS

Combines 5 wordings of this item as funds reported it.

98% of fund votes cast · no official result

FOR
Details: votes by 80 asset managers

The 80 asset managers below reported 33,158,119 for, 781,984 withheld, 4,982 abstained, 1,816 unknown. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 33,158,119ABSTAIN: 4,982WITHHOLD: 781,984UNKNOWN: 1,816
Largest asset managers voting on “Election of Directors: Alexi A. Wellman” at WERNER ENTERPRISES INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard6,202,2610 00For
BlackRock5,018,6610 00For
Delaware/Macquarie3,542,3880 00For
Victory Capital2,895,7510 00For
Dimensional2,853,0960 00For
First Trust1,670,1000 00For
Managed Portfolio Series1,651,3160 00For
American Century1,271,5140 00For
Allspring1,159,7290 00For
Fidelity1,150,5810 00For
Charles Schwab613,9410 00For
AMERICAN BEACON FUNDS493,8970 092,048Mixed
State Street510,0250 083For
Jackson National429,3960 00For
Thrivent352,6350 00For
Columbia Threadneedle338,7440 00For
WILLIAM BLAIR FUNDS295,4870 00For
FIRST EAGLE FUNDS293,8640 00For
Brighthouse268,4540 021,600Mixed
Voya00 0269,922Withhold
Equitable117,8280 0125,962Mixed
Lincoln Financial189,9550 00For
TIAA168,5730 00For
AIG/SunAmerica159,8730 00For
WisdomTree147,8730 00For

Showing the 25 largest of 80 asset managers. See all 80 in the interactive database.

2. Election of Directors: Michelle D. Greene

No official matchDIRECTOR ELECTIONS

Combines 5 wordings of this item as funds reported it.

99.9% of fund votes cast · no official result

FOR
Details: votes by 80 asset managers

The 80 asset managers below reported 33,923,485 for, 21,600 withheld, 1,816 unknown. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 33,923,485WITHHOLD: 21,600UNKNOWN: 1,816
Largest asset managers voting on “Election of Directors: Michelle D. Greene” at WERNER ENTERPRISES INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard6,202,2610 00For
BlackRock5,018,6610 00For
Delaware/Macquarie3,542,3880 00For
Victory Capital2,895,7510 00For
Dimensional2,853,0960 00For
First Trust1,670,1000 00For
Managed Portfolio Series1,651,3160 00For
American Century1,271,5140 00For
Allspring1,159,7290 00For
Fidelity1,150,5810 00For
Charles Schwab613,9410 00For
AMERICAN BEACON FUNDS585,9450 00For
State Street510,1080 00For
Jackson National429,3960 00For
Thrivent352,6350 00For
Columbia Threadneedle338,7440 00For
WILLIAM BLAIR FUNDS295,4870 00For
FIRST EAGLE FUNDS293,8640 00For
Brighthouse268,4540 021,600Mixed
Voya269,9220 00For
Equitable243,7900 00For
Lincoln Financial189,9550 00For
TIAA168,5730 00For
AIG/SunAmerica159,8730 00For
WisdomTree147,8730 00For

Showing the 25 largest of 80 asset managers. See all 80 in the interactive database.

3. Election of Directors: Scott C. Arves

No official matchDIRECTOR ELECTIONS

Combines 5 wordings of this item as funds reported it.

99.4% of fund votes cast · no official result

FOR
Details: votes by 80 asset managers

The 80 asset managers below reported 33,757,753 for, 187,332 withheld, 1,816 unknown. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 33,757,753WITHHOLD: 187,332UNKNOWN: 1,816
Largest asset managers voting on “Election of Directors: Scott C. Arves” at WERNER ENTERPRISES INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard6,202,2610 00For
BlackRock5,018,6610 00For
Delaware/Macquarie3,542,3880 00For
Victory Capital2,895,7510 00For
Dimensional2,853,0960 00For
First Trust1,670,1000 00For
Managed Portfolio Series1,651,3160 00For
American Century1,271,5140 00For
Allspring1,159,7290 00For
Fidelity1,150,5810 00For
Charles Schwab613,9410 00For
AMERICAN BEACON FUNDS585,9450 00For
State Street510,1080 00For
Jackson National429,3960 00For
Thrivent352,6350 00For
Columbia Threadneedle338,7440 00For
WILLIAM BLAIR FUNDS295,4870 00For
FIRST EAGLE FUNDS293,8640 00For
Brighthouse268,4540 021,600Mixed
Voya269,9220 00For
Equitable117,8280 0125,962Mixed
Lincoln Financial189,9550 00For
TIAA168,5730 00For
AIG/SunAmerica159,8730 00For
WisdomTree147,8730 00For

Showing the 25 largest of 80 asset managers. See all 80 in the interactive database.

4. DIRECTOR

No official matchDIRECTOR ELECTIONS

100% of fund votes cast · no official result

FOR
Details: votes by 2 asset managers

The 2 asset managers below reported 8,130 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 8,130
Largest asset managers voting on “DIRECTOR” at WERNER ENTERPRISES INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
TIMOTHY PLAN7,7190 00For
SYNTAX ETF TRUST4110 00For

5. 2. The advisory resolution on executive compensation

Official resultFund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 6 wordings of this item as funds reported it.

89% Approved · of votes cast

FOR 89%
FOR: 52,667,129AGAINST: 6,776,302
Details: description as filed, official tally, votes by 270 asset managers

Description as filed by funds: TO APPROVE AN ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION.

WERNER ENTERPRISES INC.’s own tally for this item (“2. The advisory resolution on executive compensation”): 52,667,129 for, 6,776,302 against — passed, per its Form 8-K filed May 15, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The Company's stockholders approved the advisory resolution on executive compensation.”
Support: 89% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 81 asset managers voting on “TO APPROVE AN ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION.” at WERNER ENTERPRISES INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard6,202,2610 00For
BlackRock5,018,6610 00For
Delaware/Macquarie3,542,3880 00For
Victory Capital2,895,7510 00For
Dimensional2,853,0960 00For
First Trust1,670,1000 00For
Managed Portfolio Series1,651,3160 00For
American Century1,271,5140 00For
Allspring1,159,7290 00For
Fidelity1,150,5810 00For
Charles Schwab613,9410 00For
AMERICAN BEACON FUNDS493,89792,048 00Mixed
State Street510,1080 00For
Jackson National429,3960 00For
Thrivent352,6350 00For
Columbia Threadneedle338,7440 00For
WILLIAM BLAIR FUNDS295,4870 00For
FIRST EAGLE FUNDS293,8640 00For
Brighthouse268,4540 21,6000Mixed
Voya269,9220 00For
Equitable243,7900 00For
Lincoln Financial189,9550 00For
TIAA168,5730 00For
AIG/SunAmerica159,8730 00For
WisdomTree147,8730 00For

Fund voting reports, all 81 managers: 33,566,356 for, 345,522 against, 21,600 abstained, 1,816 unknown. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 216 asset managers voting on “TO APPROVE AN ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION.” at WERNER ENTERPRISES INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
MACQUARIE INVESTMENT MANAGEMENT BUSINESS TRUST4,153,0590 00For
Victory Capital4,014,8420 00For
NUANCE INVESTMENTS, LLC2,801,1210 00For
State Street2,179,5580 00For
Northern Trust1,694,6060 00For
BlackRock1,661,0070 00For
Allspring1,368,3190 00For
American Century1,278,9170 00For
GEODE CAPITAL MANAGEMENT, LLC1,230,4180 00For
DEPRINCE RACE & ZOLLO INC1,092,3640 00For
Charles Schwab641,7410 00For
WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC546,3290 00For
MELLON INVESTMENTS Corp416,3200 00For
Voya269,922128,590 00Mixed
Aberdeen0391,924 00Against
Thrivent352,6350 00For
First Eagle Investment Management, LLC320,9480 00For
Dimensional307,9240 00For
UNION BANK & TRUST CO /NE/271,5850 00For
CONGRESS ASSET MANAGEMENT CO /MA253,3490 00For
PRINCIPAL GLOBAL INVESTORS241,6880 00For
RAYMOND JAMES & ASSOCIATES215,7610 00For
UBS0211,086 00Against
Newton Investment Management North America, LLC0200,695 00Against
PINNACLE ASSOCIATES LTD180,5220 00For

Institutional-manager reports, all 216 managers: 28,128,154 for, 1,389,538 against, 9,880 not voted, 929 unknown. Showing the 25 largest; see all in the interactive database.

6. 2. The advisory resolution on executive compensation

Official resultFund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

89% Approved · of votes cast

FOR 89%
FOR: 52,667,129AGAINST: 6,776,302
Details: description as filed, official tally, votes by 7 asset managers

Description as filed by funds: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE OFFICERS' COMPENSATION

WERNER ENTERPRISES INC.’s own tally for this item (“2. The advisory resolution on executive compensation”): 52,667,129 for, 6,776,302 against — passed, per its Form 8-K filed May 15, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The Company's stockholders approved the advisory resolution on executive compensation.”
Support: 89% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 2 asset managers voting on “ADVISORY VOTE TO RATIFY NAMED EXECUTIVE OFFICERS' COMPENSATION” at WERNER ENTERPRISES INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Empower29,4490 00For
TIMOTHY PLAN7,7190 00For

Fund voting reports, all 2 managers: 37,168 for.

Institutional-manager reports: 5 asset managers voting on “ADVISORY VOTE TO RATIFY NAMED EXECUTIVE OFFICERS' COMPENSATION” at WERNER ENTERPRISES INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Capital Group193,2060 00For
JPMorgan0110,674 00Against
ADAGE CAPITAL PARTNERS GP, L.L.C.110,5450 00For
Desjardins Global Asset Management Inc.1,1140 00For
CIDEL ASSET MANAGEMENT INC8460 00For

Institutional-manager reports, all 5 managers: 305,711 for, 110,674 against.

7. 3. The appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending…

Official resultAUDIT-RELATEDReported outcome: Approved

Combines 3 wordings of this item as funds reported it.

98% Approved · of votes cast

FOR 98%
FOR: 59,389,141AGAINST: 1,068,430
Details: description as filed, official tally, votes by 82 asset managers

Description as filed by funds: TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2024.

WERNER ENTERPRISES INC.’s own tally for this item (“3. The appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024”): 59,389,141 for, 1,068,430 against — passed, per its Form 8-K filed May 15, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The Company's stockholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024.”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 82 asset managers below reported 33,683,506 for, 229,201 against, 21,600 abstained, 1,816 unknown.

FOR
FOR: 33,683,506AGAINST: 229,201ABSTAIN: 21,600UNKNOWN: 1,816
Largest asset managers voting on “TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING” at WERNER ENTERPRISES INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard6,202,2610 00For
BlackRock5,018,6610 00For
Delaware/Macquarie3,542,3880 00For
Victory Capital2,895,7510 00For
Dimensional2,853,0960 00For
First Trust1,670,1000 00For
Managed Portfolio Series1,651,3160 00For
American Century1,271,5140 00For
Allspring1,159,7290 00For
Fidelity1,150,5810 00For
Charles Schwab613,9410 00For
AMERICAN BEACON FUNDS585,9450 00For
State Street510,02583 00For
Jackson National429,3960 00For
Thrivent352,6350 00For
Columbia Threadneedle338,7440 00For
WILLIAM BLAIR FUNDS295,4870 00For
FIRST EAGLE FUNDS293,8640 00For
Brighthouse268,4540 21,6000Mixed
Voya269,9220 00For
Equitable243,7900 00For
Lincoln Financial189,9550 00For
TIAA168,5730 00For
AIG/SunAmerica159,8730 00For
WisdomTree147,8730 00For

Showing the 25 largest of 82 asset managers. See all 82 in the interactive database.

8. RATIFY KPMG LLP AS AUDITORS

No official matchAUDIT-RELATED

100% of fund votes cast · no official result

FOR
Details: votes by 2 asset managers

The 2 asset managers below reported 37,168 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 37,168
Largest asset managers voting on “RATIFY KPMG LLP AS AUDITORS” at WERNER ENTERPRISES INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Empower29,4490 00For
TIMOTHY PLAN7,7190 00For

Largest WERNER ENTERPRISES INC. shareholders voting in 2023-2024

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 63,412,833 shares outstanding at the time of that meeting.

Fund voting reports: top WERNER ENTERPRISES INC. shareholders by shares voted on “TO APPROVE AN ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION.”, 2023-2024
#Asset manager % of shares outstanding
1Vanguard 9.78%
2BlackRock 7.91%
3Delaware/Macquarie 5.59%
4Victory Capital 4.57%
5Dimensional 4.50%
6First Trust 2.63%
7Managed Portfolio Series 2.60%
8American Century 2.01%
9Allspring 1.83%
10Fidelity 1.81%
Institutional-manager reports: top WERNER ENTERPRISES INC. shareholders by shares voted on “TO APPROVE AN ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION.”, 2023-2024
#Asset manager % of shares outstanding
1MACQUARIE INVESTMENT MANAGEMENT BUSINESS TRUST 6.55%
2Victory Capital 6.33%
3NUANCE INVESTMENTS, LLC 4.42%
4State Street 3.44%
5Northern Trust 2.67%
6BlackRock 2.62%
7Allspring 2.16%
8American Century 2.02%
9GEODE CAPITAL MANAGEMENT, LLC 1.94%
10DEPRINCE RACE & ZOLLO INC 1.72%

Reported WERNER ENTERPRISES INC. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

WERNER ENTERPRISES INC. holdings and ownership disclosed for the 2023-2024 proxy season
Holder % outstanding Disclosure
BlackRock, Inc. 13.09% DEF14A
Vanguard Group 10.13% 13F
Macquarie Parties 6.89% DEF14A
Victory Capital Management Inc. 6.26% DEF14A
NUANCE INVESTMENTS, LLC 6.22% 13G
Dimensional Fund Advisors LP 6.01% DEF14A
FMR (Fidelity) 5.37% 13F
State Street 3.79% 13F
BNY Mellon 1.17% 13F
Northern Trust 1.10% 13F

Percentages above are of 63,412,833 shares outstanding, as reported by WERNER ENTERPRISES INC. on its Form 10-Q dated March 31, 2024 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from WERNER ENTERPRISES INC.’s 10-Q dated March 31, 2024. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.

At WERNER ENTERPRISES INC.'s shareholder meeting held May 14, 2024, in the 2023-2024 proxy season, 274 asset managers reported how they voted in their SEC Form N-PX filings, covering 1,842 separate fund positions. Their filings are grouped here into 8 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — TO APPROVE AN ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION. — WERNER ENTERPRISES INC.'s filing reports the proposal as approved, with 89% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: WERNER ENTERPRISES INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on May 15, 2024.

WERNER ENTERPRISES INC. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.

Download data (CSV): ballot items · votes by manager · column guide.