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Compiled from SEC Form N-PX filings and WERNER ENTERPRISES INC.’s Form 8-K, filed May 15, 2025 (Item 5.07 on EDGAR). Page generated October 25, 2026.
Meeting of May 13, 2025: 5 items on WERNER ENTERPRISES INC.’s Form 8-K, filed May 15, 2025: 2 approved · 3 without a stated outcome.
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
Explore WERNER ENTERPRISES INC. in the interactive database Compare manager voting policies
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, 2025 (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.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Support (of votes cast) | Reported outcome | Voting standard |
|---|---|---|---|---|---|---|---|---|
| Elect Director: Michelle D. Greene | 52,151,869 | -- | -- | 3,349,898 | 3,652,447 | 94% | Not verified | — |
| Elect Director: Jack A. Holmes | 51,497,273 | -- | -- | 4,004,494 | 3,652,447 | 93% | Not verified | — |
| Elect Director: Carmen A. Tapio | 46,401,718 | -- | -- | 9,100,049 | 3,652,447 | 84% | Not verified | — |
| 2. The advisory resolution on executive compensation | 49,281,522 | 4,486,858 | 1,733,387 | -- | 3,652,447 | 92% | Approved | — |
| 3. The appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2025 | 58,335,231 | 814,231 | 4,752 | -- | -- | 99% | Approved | — |
Source: WERNER ENTERPRISES INC., Form 8-K, filed with the SEC on May 15, 2025 — read the filing on EDGAR.
Each item below shows how the 278 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.
Combines 7 wordings of this item as funds reported it.
84% Majority: yes · of votes cast
Description as filed by funds: Election of Directors: Carmen A. Tapio
WERNER ENTERPRISES INC.’s own tally for this item (“Elect Director: Carmen A. Tapio”): 46,401,718 for, 9,100,049 withheld, per its Form 8-K filed May 15, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 84% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 83 asset managers below reported 34,624,310 for, 1,529,367 withheld, 2,194 abstained, 47,826 not voted.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 7,050,827 | 0 | 0 | 0 | For |
| Vanguard | 6,584,552 | 0 | 0 | 1,465 | For |
| Delaware/Macquarie | 2,828,959 | 0 | 0 | 0 | For |
| Dimensional | 2,666,073 | 0 | 0 | 0 | For |
| Victory Capital | 2,652,360 | 0 | 0 | 0 | For |
| First Trust | 2,392,956 | 0 | 0 | 0 | For |
| American Century | 2,067,725 | 0 | 0 | 0 | For |
| Allspring | 1,402,229 | 0 | 0 | 0 | For |
| Fidelity | 1,143,243 | 0 | 0 | 0 | For |
| Managed Portfolio Series | 1,054,402 | 0 | 0 | 0 | For |
| Charles Schwab | 0 | 0 | 0 | 659,230 | Withhold |
| Jackson National | 591,303 | 0 | 0 | 0 | For |
| AMERICAN BEACON FUNDS | 0 | 0 | 0 | 562,747 | Withhold |
| Columbia Threadneedle | 509,460 | 0 | 0 | 0 | For |
| FIRST EAGLE FUNDS | 358,915 | 0 | 0 | 0 | For |
| Thrivent | 330,000 | 0 | 0 | 0 | For |
| WILLIAM BLAIR FUNDS | 269,371 | 0 | 0 | 0 | For |
| Brighthouse | 251,531 | 0 | 0 | 0 | For |
| Goldman Sachs | 238,273 | 0 | 0 | 0 | For |
| PIMCO | 187,822 | 0 | 0 | 0 | For |
| Russell Investments | 0 | 0 | 0 | 174,895 | Withhold |
| WisdomTree | 174,382 | 0 | 0 | 0 | For |
| Equitable | 99,182 | 0 | 0 | 72,019 | Mixed |
| TIAA | 168,341 | 0 | 0 | 0 | For |
| Aberdeen | 150,380 | 0 | 0 | 0 | For |
Showing the 25 largest of 83 asset managers. See all 83 in the interactive database.
Combines 7 wordings of this item as funds reported it.
93% Majority: yes · of votes cast
Description as filed by funds: Election of Directors: Jack A. Holmes
WERNER ENTERPRISES INC.’s own tally for this item (“Elect Director: Jack A. Holmes”): 51,497,273 for, 4,004,494 withheld, per its Form 8-K filed May 15, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 93% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 83 asset managers below reported 36,076,116 for, 79,394 withheld, 361 abstained, 47,826 not voted.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 7,050,827 | 0 | 0 | 0 | For |
| Vanguard | 6,586,017 | 0 | 0 | 0 | For |
| Delaware/Macquarie | 2,828,959 | 0 | 0 | 0 | For |
| Dimensional | 2,666,073 | 0 | 0 | 0 | For |
| Victory Capital | 2,652,360 | 0 | 0 | 0 | For |
| First Trust | 2,392,956 | 0 | 0 | 0 | For |
| American Century | 2,067,725 | 0 | 0 | 0 | For |
| Allspring | 1,402,229 | 0 | 0 | 0 | For |
| Fidelity | 1,143,243 | 0 | 0 | 0 | For |
| Managed Portfolio Series | 1,054,402 | 0 | 0 | 0 | For |
| Charles Schwab | 659,230 | 0 | 0 | 0 | For |
| Jackson National | 591,303 | 0 | 0 | 0 | For |
| AMERICAN BEACON FUNDS | 562,747 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 509,460 | 0 | 0 | 0 | For |
| FIRST EAGLE FUNDS | 358,915 | 0 | 0 | 0 | For |
| Thrivent | 330,000 | 0 | 0 | 0 | For |
| WILLIAM BLAIR FUNDS | 269,371 | 0 | 0 | 0 | For |
| Brighthouse | 251,531 | 0 | 0 | 0 | For |
| Goldman Sachs | 238,273 | 0 | 0 | 0 | For |
| PIMCO | 187,822 | 0 | 0 | 0 | For |
| Russell Investments | 174,895 | 0 | 0 | 0 | For |
| WisdomTree | 174,382 | 0 | 0 | 0 | For |
| Equitable | 99,182 | 0 | 0 | 72,019 | Mixed |
| TIAA | 168,341 | 0 | 0 | 0 | For |
| Aberdeen | 150,380 | 0 | 0 | 0 | For |
Showing the 25 largest of 83 asset managers. See all 83 in the interactive database.
Combines 7 wordings of this item as funds reported it.
94% Majority: yes · of votes cast
Description as filed by funds: Election of Directors: Michelle D. Greene
WERNER ENTERPRISES INC.’s own tally for this item (“Elect Director: Michelle D. Greene”): 52,151,869 for, 3,349,898 withheld, per its Form 8-K filed May 15, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 94% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 83 asset managers below reported 36,071,428 for, 82,539 withheld, 1,904 abstained, 47,826 not voted.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 7,050,827 | 0 | 0 | 0 | For |
| Vanguard | 6,586,017 | 0 | 0 | 0 | For |
| Delaware/Macquarie | 2,828,959 | 0 | 0 | 0 | For |
| Dimensional | 2,666,073 | 0 | 0 | 0 | For |
| Victory Capital | 2,652,360 | 0 | 0 | 0 | For |
| First Trust | 2,392,956 | 0 | 0 | 0 | For |
| American Century | 2,067,725 | 0 | 0 | 0 | For |
| Allspring | 1,402,229 | 0 | 0 | 0 | For |
| Fidelity | 1,143,243 | 0 | 0 | 0 | For |
| Managed Portfolio Series | 1,054,402 | 0 | 0 | 0 | For |
| Charles Schwab | 659,230 | 0 | 0 | 0 | For |
| Jackson National | 591,303 | 0 | 0 | 0 | For |
| AMERICAN BEACON FUNDS | 562,747 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 509,460 | 0 | 0 | 0 | For |
| FIRST EAGLE FUNDS | 358,915 | 0 | 0 | 0 | For |
| Thrivent | 330,000 | 0 | 0 | 0 | For |
| WILLIAM BLAIR FUNDS | 269,371 | 0 | 0 | 0 | For |
| Brighthouse | 251,531 | 0 | 0 | 0 | For |
| Goldman Sachs | 238,273 | 0 | 0 | 0 | For |
| PIMCO | 187,822 | 0 | 0 | 0 | For |
| Russell Investments | 174,895 | 0 | 0 | 0 | For |
| WisdomTree | 174,382 | 0 | 0 | 0 | For |
| Equitable | 99,182 | 0 | 0 | 72,019 | Mixed |
| TIAA | 168,341 | 0 | 0 | 0 | For |
| Aberdeen | 150,380 | 0 | 0 | 0 | For |
Showing the 25 largest of 83 asset managers. See all 83 in the interactive database.
Combines 2 wordings of this item as funds reported it.
92% Approved · of votes cast
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”): 49,281,522 for, 4,486,858 against — passed, per its Form 8-K filed May 15, 2025 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “The Company's stockholders approved the advisory resolution on executive compensation.”
Support: 92% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Also reported under other wordings, matched to the same row of WERNER ENTERPRISES INC.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Advisory Vote to Ratify Named Executive Officers' Compensation” (8 managers, Fund and manager reports combined; may count the same shares twice; no share total shown).
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).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 7,050,827 | 0 | 0 | 0 | For |
| Vanguard | 6,584,552 | 1,465 | 0 | 0 | For |
| Delaware/Macquarie | 2,828,959 | 0 | 0 | 0 | For |
| Dimensional | 2,666,073 | 0 | 0 | 0 | For |
| Victory Capital | 2,652,360 | 0 | 0 | 0 | For |
| First Trust | 2,392,956 | 0 | 0 | 0 | For |
| American Century | 2,067,725 | 0 | 0 | 0 | For |
| Allspring | 1,402,229 | 0 | 0 | 0 | For |
| Fidelity | 1,143,243 | 0 | 0 | 0 | For |
| Managed Portfolio Series | 1,054,402 | 0 | 0 | 0 | For |
| Charles Schwab | 659,230 | 0 | 0 | 0 | For |
| Jackson National | 591,303 | 0 | 0 | 0 | For |
| AMERICAN BEACON FUNDS | 562,747 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 509,460 | 0 | 0 | 0 | For |
| FIRST EAGLE FUNDS | 358,915 | 0 | 0 | 0 | For |
| Thrivent | 330,000 | 0 | 0 | 0 | For |
| WILLIAM BLAIR FUNDS | 269,371 | 0 | 0 | 0 | For |
| Brighthouse | 251,531 | 0 | 0 | 0 | For |
| Goldman Sachs | 238,273 | 0 | 0 | 0 | For |
| PIMCO | 187,822 | 0 | 0 | 0 | For |
| Russell Investments | 174,895 | 0 | 0 | 0 | For |
| WisdomTree | 174,382 | 0 | 0 | 0 | For |
| Equitable | 171,201 | 0 | 0 | 0 | For |
| TIAA | 168,341 | 0 | 0 | 0 | For |
| Aberdeen | 0 | 150,380 | 0 | 0 | Against |
Fund voting reports, all 81 managers: 35,970,144 for, 188,116 against. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Victory Capital | 3,472,295 | 0 | 0 | 0 | For |
| MACQUARIE INVESTMENT MANAGEMENT BUSINESS TRUST | 3,256,166 | 0 | 0 | 0 | For |
| NUANCE INVESTMENTS, LLC | 2,705,714 | 0 | 0 | 0 | For |
| American Century | 2,134,359 | 0 | 0 | 0 | For |
| Allspring | 1,747,903 | 0 | 0 | 0 | For |
| DEPRINCE RACE & ZOLLO INC | 1,601,238 | 0 | 0 | 0 | For |
| BlackRock | 1,498,295 | 0 | 0 | 0 | For |
| GEODE CAPITAL MANAGEMENT, LLC | 1,156,117 | 0 | 0 | 0 | For |
| State Street | 1,084,805 | 0 | 0 | 0 | For |
| Charles Schwab | 724,584 | 0 | 0 | 0 | For |
| Maple Rock Capital Partners Inc. | 614,540 | 0 | 0 | 0 | For |
| WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC | 488,661 | 0 | 0 | 0 | For |
| Wellington | 479,093 | 0 | 0 | 0 | For |
| First Eagle Investment Management, LLC | 411,048 | 0 | 0 | 0 | For |
| Aberdeen | 0 | 400,276 | 0 | 0 | Against |
| Northern Trust | 382,287 | 0 | 0 | 0 | For |
| Russell Investments | 381,495 | 0 | 0 | 0 | For |
| CONGRESS ASSET MANAGEMENT CO | 367,430 | 0 | 0 | 0 | For |
| Thrivent | 330,000 | 0 | 0 | 0 | For |
| PRINCIPAL GLOBAL INVESTORS | 316,392 | 0 | 0 | 0 | For |
| MELLON INVESTMENTS Corp | 313,821 | 0 | 0 | 0 | For |
| UNION BANK & TRUST CO /NE/ | 268,085 | 0 | 0 | 0 | For |
| Dimensional | 258,351 | 0 | 0 | 0 | For |
| PINNACLE ASSOCIATES LTD | 203,410 | 0 | 0 | 0 | For |
| AMERIPRISE FINANCIAL INC | 190,860 | 0 | 0 | 0 | For |
Institutional-manager reports, all 211 managers: 26,786,077 for, 903,741 against, 1,084 not voted. Showing the 25 largest; see all in the interactive database.
Combines 2 wordings of this item as funds reported it.
99% Approved · of votes cast
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, 2025.
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, 2025”): 58,335,231 for, 814,231 against — passed, per its Form 8-K filed May 15, 2025 (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, 2025.”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 84 asset managers below reported 36,008,179 for, 151,848 against, 47,826 not voted.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 7,050,827 | 0 | 0 | 0 | For |
| Vanguard | 6,584,552 | 1,465 | 0 | 0 | For |
| Delaware/Macquarie | 2,828,959 | 0 | 0 | 0 | For |
| Dimensional | 2,666,073 | 0 | 0 | 0 | For |
| Victory Capital | 2,652,360 | 0 | 0 | 0 | For |
| First Trust | 2,392,956 | 0 | 0 | 0 | For |
| American Century | 2,067,725 | 0 | 0 | 0 | For |
| Allspring | 1,402,229 | 0 | 0 | 0 | For |
| Fidelity | 1,143,243 | 0 | 0 | 0 | For |
| Managed Portfolio Series | 1,054,402 | 0 | 0 | 0 | For |
| Charles Schwab | 659,230 | 0 | 0 | 0 | For |
| Jackson National | 591,303 | 0 | 0 | 0 | For |
| AMERICAN BEACON FUNDS | 562,747 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 509,460 | 0 | 0 | 0 | For |
| FIRST EAGLE FUNDS | 358,915 | 0 | 0 | 0 | For |
| Thrivent | 330,000 | 0 | 0 | 0 | For |
| WILLIAM BLAIR FUNDS | 269,371 | 0 | 0 | 0 | For |
| Brighthouse | 251,531 | 0 | 0 | 0 | For |
| Goldman Sachs | 238,273 | 0 | 0 | 0 | For |
| PIMCO | 187,822 | 0 | 0 | 0 | For |
| Russell Investments | 174,895 | 0 | 0 | 0 | For |
| WisdomTree | 174,382 | 0 | 0 | 0 | For |
| Equitable | 171,201 | 0 | 0 | 0 | For |
| TIAA | 168,341 | 0 | 0 | 0 | For |
| Aberdeen | 0 | 150,380 | 0 | 0 | Against |
Showing the 25 largest of 84 asset managers. See all 84 in the interactive database.
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 61,924,797 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | BlackRock | 11.39% |
| 2 | Vanguard | 10.64% |
| 3 | Delaware/Macquarie | 4.57% |
| 4 | Dimensional | 4.31% |
| 5 | Victory Capital | 4.28% |
| 6 | First Trust | 3.86% |
| 7 | American Century | 3.34% |
| 8 | Allspring | 2.26% |
| 9 | Fidelity | 1.85% |
| 10 | Managed Portfolio Series | 1.70% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Victory Capital | 5.61% |
| 2 | MACQUARIE INVESTMENT MANAGEMENT BUSINESS TRUST | 5.26% |
| 3 | NUANCE INVESTMENTS, LLC | 4.37% |
| 4 | American Century | 3.45% |
| 5 | Allspring | 2.82% |
| 6 | DEPRINCE RACE & ZOLLO INC | 2.59% |
| 7 | BlackRock | 2.42% |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 1.87% |
| 9 | State Street | 1.75% |
| 10 | Charles Schwab | 1.17% |
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.
| Holder | % outstanding | Disclosure |
|---|---|---|
| BlackRock, Inc. | 14.34% | 13G |
| The Vanguard Group | 10.37% | DEF14A |
| FMR LLC | 7.76% | 13G |
| Dimensional Fund Advisors LP | 6.15% | DEF14A |
| Macquarie Parties | 5.52% | DEF14A |
| DePrince, Race & Zollo, Inc. | 4.93% | 13G |
| Vanguard Capital Management | 4.92% | 13G |
| Nuance Investments LLC | 4.58% | 13G |
| Victory Capital Management, Inc. | 4.49% | 13G |
| Macquarie Group Limited | 4.45% | 13G |
Percentages above are of 61,924,797 shares outstanding, as reported by WERNER ENTERPRISES INC. on its Form 10-Q dated March 31, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.
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, 2025. This page is a static snapshot rebuilt weekly on October 25, 2026; a live search always shows the current data.
At WERNER ENTERPRISES INC.'s shareholder meeting held May 13, 2025, in the 2024-2025 proxy season, 278 asset managers reported how they voted on 5 ballot items in their SEC Form N-PX filings, covering 1,663 separate fund positions. 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 92% 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, 2025.
WERNER ENTERPRISES INC. proxy season coverage: 2023-2024 · 2024-2025 (this page) · 2025-2026.
Download data (CSV): ballot items · votes by manager · column guide.