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Werner Enterprises, Inc. 2025-2026 Proxy Voting Records

Compiled from SEC Form N-PX filings and Werner Enterprises, Inc.’s Form 8-K, filed May 13, 2026 (Item 5.07 on EDGAR). Page generated October 18, 2026.

  • 7Reported items
  • 297Asset managers
  • 2,129Fund votes
  • May 12, 2026Meeting date

Results at a glance

Meeting of May 12, 2026: 6 items on Werner Enterprises, Inc.’s Form 8-K, filed May 13, 2026: 2 approved · 4 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 2025-2026 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 13, 2026 (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 12, 2026
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Diane K. Duren - Class II 54,558,313---- 1,651,7831,541,943 97%Not verified—
Elect Director: Derek J. Leathers - Class II 54,471,859---- 1,738,2371,541,943 97%Not verified—
Elect Director: Michelle D. Livingstone - Class II 54,798,094---- 1,412,0021,541,943 97%Not verified—
Elect Director: M. Gayle Packer - Class III 54,714,810---- 1,495,2861,541,943 97%Not verified—
2. The advisory resolution on executive compensation 54,000,2801,369,015840,801 --1,541,943 98%Approved—
3. The appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026 55,653,7732,094,6383,628 ---- 96%Approved—

Source: Werner Enterprises, Inc., Form 8-K, filed with the SEC on May 13, 2026 — read the filing on EDGAR.

How asset managers voted at the Werner Enterprises, Inc. 2025-2026 meeting

Each item below shows how the 297 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*: Derek J. Leathers

No official matchDIRECTOR ELECTIONS

Combines 7 wordings of this item as funds reported it.

99.8% of fund votes cast · no official result

FOR
Details: votes by 75 asset managers

The 75 asset managers below reported 34,821,886 for, 52,954 withheld, 15,942 abstained, 43,094 not voted. 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: 34,821,886ABSTAIN: 15,942WITHHOLD: 52,954NOT VOTED: 43,094
Largest asset managers voting on “Election of Directors*: Derek J. Leathers” at Werner Enterprises, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock6,501,2220 00For
Vanguard6,124,3210 15,9420For
Fidelity3,678,4530 00For
American Century2,513,4990 00For
First Trust1,861,6160 00For
Victory Capital1,849,6660 00For
Invesco1,408,0340 00For
Charles Schwab1,356,0120 00For
Dimensional1,161,0660 00For
Delaware/Macquarie1,058,4530 00For
Allspring887,4230 00For
PIMCO769,1980 00For
Columbia Threadneedle655,8530 00For
AMERICAN BEACON FUNDS631,8160 00For
State Street597,7410 0587For
Managed Portfolio Series549,6070 00For
Russell Investments372,9090 00For
EA Series Trust282,1800 00For
Natixis251,6500 00For
Brighthouse216,8630 00For
Thrivent202,3870 00For
Principal162,3060 00For
Royce151,3420 00For
Jackson National149,3920 00For
Equitable88,8490 040,672Mixed

Showing the 25 largest of 75 asset managers. See all 75 in the interactive database.

2. Election of Directors*: Diane K. Duren

No official matchDIRECTOR ELECTIONS

Combines 7 wordings of this item as funds reported it.

99.8% of fund votes cast · no official result

FOR
Details: votes by 75 asset managers

The 75 asset managers below reported 34,821,631 for, 69,139 withheld, 11 abstained, 43,094 not voted. 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: 34,821,631ABSTAIN: 11WITHHOLD: 69,139NOT VOTED: 43,094
Largest asset managers voting on “Election of Directors*: Diane K. Duren” at Werner Enterprises, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock6,501,2220 00For
Vanguard6,140,2510 110For
Fidelity3,678,4530 00For
American Century2,513,4990 00For
First Trust1,861,6160 00For
Victory Capital1,849,6660 00For
Invesco1,408,0340 00For
Charles Schwab1,356,0120 00For
Dimensional1,161,0660 00For
Delaware/Macquarie1,058,4530 00For
Allspring887,4230 00For
PIMCO769,1980 00For
Columbia Threadneedle655,8530 00For
AMERICAN BEACON FUNDS631,8160 00For
State Street598,3280 00For
Managed Portfolio Series549,6070 00For
Russell Investments372,9090 00For
EA Series Trust282,1800 00For
Natixis251,6500 00For
Brighthouse216,8630 00For
Thrivent202,3870 00For
Principal162,3060 00For
Royce151,3420 00For
Jackson National149,3920 00For
Equitable88,8490 040,672Mixed

Showing the 25 largest of 75 asset managers. See all 75 in the interactive database.

3. Election of Directors*: M. Gayle Packer

No official matchDIRECTOR ELECTIONS

Combines 7 wordings of this item as funds reported it.

99.5% of fund votes cast · no official result

FOR
Details: votes by 75 asset managers

The 75 asset managers below reported 34,720,837 for, 169,934 withheld, 10 abstained, 43,094 not voted. 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: 34,720,837ABSTAIN: 10WITHHOLD: 169,934NOT VOTED: 43,094
Largest asset managers voting on “Election of Directors*: M. Gayle Packer” at Werner Enterprises, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock6,501,2220 00For
Vanguard6,140,2520 100For
Fidelity3,678,4530 00For
American Century2,513,4990 00For
First Trust1,861,6160 00For
Victory Capital1,849,6660 00For
Invesco1,408,0340 00For
Charles Schwab1,356,0120 00For
Dimensional1,161,0660 00For
Delaware/Macquarie1,058,4530 00For
Allspring887,4230 00For
PIMCO769,1980 00For
Columbia Threadneedle655,8530 00For
AMERICAN BEACON FUNDS631,8160 00For
State Street598,3280 00For
Managed Portfolio Series549,6070 00For
Russell Investments372,9090 00For
EA Series Trust282,1800 00For
Natixis251,6500 00For
Brighthouse216,8630 00For
Thrivent202,3870 00For
Principal162,3060 00For
Royce151,3420 00For
Jackson National149,3920 00For
Equitable88,8490 040,672Mixed

Showing the 25 largest of 75 asset managers. See all 75 in the interactive database.

4. Election of Directors*: Michelle D. Livingstone

No official matchDIRECTOR ELECTIONS

Combines 7 wordings of this item as funds reported it.

99.8% of fund votes cast · no official result

FOR
Details: votes by 75 asset managers

The 75 asset managers below reported 34,819,403 for, 55,438 withheld, 15,940 abstained, 43,094 not voted. 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: 34,819,403ABSTAIN: 15,940WITHHOLD: 55,438NOT VOTED: 43,094
Largest asset managers voting on “Election of Directors*: Michelle D. Livingstone” at Werner Enterprises, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock6,501,2220 00For
Vanguard6,124,3230 15,9400For
Fidelity3,678,4530 00For
American Century2,513,4990 00For
First Trust1,861,6160 00For
Victory Capital1,849,6660 00For
Invesco1,408,0340 00For
Charles Schwab1,356,0120 00For
Dimensional1,161,0660 00For
Delaware/Macquarie1,058,4530 00For
Allspring887,4230 00For
PIMCO769,1980 00For
Columbia Threadneedle655,8530 00For
AMERICAN BEACON FUNDS631,8160 00For
State Street597,7730 0555For
Managed Portfolio Series549,6070 00For
Russell Investments372,9090 00For
EA Series Trust282,1800 00For
Natixis251,6500 00For
Brighthouse216,8630 00For
Thrivent202,3870 00For
Principal162,3060 00For
Royce151,3420 00For
Jackson National149,3920 00For
Equitable88,8490 040,672Mixed

Showing the 25 largest of 75 asset managers. See all 75 in the interactive database.

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.

98% Approved · of votes cast

FOR 98%
FOR: 54,000,280AGAINST: 1,369,015
Details: description as filed, official tally, votes by 293 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”): 54,000,280 for, 1,369,015 against — passed, per its Form 8-K filed May 13, 2026 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The Company's stockholders approved the advisory resolution on executive compensation.”
Support: 98% 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: 73 asset managers voting on “To approve an advisory resolution on executive compensation.” at Werner Enterprises, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock6,501,2220 00For
Vanguard6,131,7808,477 60For
Fidelity3,678,4530 00For
American Century2,513,4990 00For
First Trust1,861,6160 00For
Victory Capital1,849,6660 00For
Invesco1,408,0340 00For
Charles Schwab1,356,0120 00For
Dimensional1,161,0660 00For
Delaware/Macquarie1,058,4530 00For
Allspring887,4230 00For
PIMCO769,1980 00For
Columbia Threadneedle655,8530 00For
AMERICAN BEACON FUNDS631,8160 00For
State Street598,3280 00For
Managed Portfolio Series549,6070 00For
Russell Investments372,9090 00For
EA Series Trust0282,180 00Against
Natixis251,6500 00For
Brighthouse216,8630 00For
Thrivent202,3870 00For
Principal162,3060 00For
Royce151,3420 00For
Jackson National149,3920 00For
Equitable129,5210 00For

Fund voting reports, all 73 managers: 34,391,076 for, 507,342 against, 6 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 242 asset managers voting on “To approve an advisory resolution on executive compensation.” at Werner Enterprises, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Fidelity2,636,3100 00For
American Century2,615,1310 00For
Victory Capital2,445,0380 00For
State Street1,752,8972,088 00For
DEPRINCE RACE & ZOLLO INC1,739,4000 00For
GEODE CAPITAL MANAGEMENT, LLC1,533,4040 00For
Charles Schwab1,415,1920 00For
Invesco1,396,4450 00For
BlackRock1,390,6370 00For
NUANCE INVESTMENTS, LLC1,254,5240 00For
Allspring1,202,9450 00For
NOMURA INVESTMENT MANAGEMENT BUSINESS TRUST1,185,1870 00For
Wellington1,151,0990 00For
Russell Investments693,7920 00For
VAUGHAN NELSON INVESTMENT MANAGEMENT, L.P.641,8380 00For
Maple Rock Capital Partners Inc.553,3670 00For
JACOBS LEVY EQUITY MANAGEMENT, INC501,5690 00For
Vanguard493,5100 00For
Northern Trust387,9490 00For
PRINCIPAL GLOBAL INVESTORS293,9570 00For
Dimensional263,1220 00For
MELLON INVESTMENTS Corp262,1200 00For
PACIFIC INVESTMENT MANAGEMENT CO LLC254,7560 00For
BESSEMER INVESTMENT MANAGEMENT LLC243,8000 00For
BANK OF AMERICA NA222,8910 00For

Institutional-manager reports, all 242 managers: 29,853,528 for, 686,475 against, 106 not voted. 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

98% Approved · of votes cast

FOR 98%
FOR: 54,000,280AGAINST: 1,369,015
Details: description as filed, official tally, votes by 4 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”): 54,000,280 for, 1,369,015 against — passed, per its Form 8-K filed May 13, 2026 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The Company's stockholders approved the advisory resolution on executive compensation.”
Support: 98% 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., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Empower00 00Not Voted
CLEARWATER INVESTMENT TRUST3820 00For

Fund voting reports, all 2 managers: 382 for, 43,094 not voted.

Institutional-manager reports: 2 asset managers voting on “Advisory Vote to Ratify Named Executive Officers' Compensation” at Werner Enterprises, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
APG Asset Management US Inc.03,746 00Against
Dayah Capital LLC3,3460 00For

Institutional-manager reports, all 2 managers: 3,346 for, 3,746 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.

96% Approved · of votes cast

FOR 96%
FOR: 55,653,773AGAINST: 2,094,638
Details: description as filed, official tally, votes by 76 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, 2026.

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, 2026”): 55,653,773 for, 2,094,638 against — passed, per its Form 8-K filed May 13, 2026 (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, 2026.”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 76 asset managers below reported 34,603,774 for, 295,031 against, 43,094 not voted.

FOR
FOR: 34,603,774AGAINST: 295,031NOT VOTED: 43,094
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., 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock6,501,2220 00For
Vanguard6,131,7848,479 00For
Fidelity3,678,4530 00For
American Century2,513,4990 00For
First Trust1,861,6160 00For
Victory Capital1,849,6660 00For
Invesco1,408,0340 00For
Charles Schwab1,356,0120 00For
Dimensional1,161,0660 00For
Delaware/Macquarie1,058,4530 00For
Allspring887,4230 00For
PIMCO769,1980 00For
Columbia Threadneedle655,8530 00For
AMERICAN BEACON FUNDS631,8160 00For
State Street598,29137 00For
Managed Portfolio Series549,6070 00For
Russell Investments372,9090 00For
EA Series Trust0282,180 00Against
Natixis251,6500 00For
Brighthouse216,8630 00For
Thrivent202,3870 00For
Principal162,3060 00For
Royce151,3420 00For
Jackson National149,3920 00For
Equitable129,5210 00For

Showing the 25 largest of 76 asset managers. See all 76 in the interactive database.

Largest Werner Enterprises, Inc. shareholders voting in 2025-2026

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 59,950,115 shares outstanding at the time of that meeting.

Fund voting reports: top Werner Enterprises, Inc. shareholders by shares voted on “TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR…”, 2025-2026
#Asset manager % of shares outstanding
1BlackRock 10.84%
2Vanguard 10.24%
3Fidelity 6.14%
4American Century 4.19%
5First Trust 3.11%
6Victory Capital 3.09%
7Invesco 2.35%
8Charles Schwab 2.26%
9Dimensional 1.94%
10Delaware/Macquarie 1.77%
Institutional-manager reports: top Werner Enterprises, Inc. shareholders by shares voted on “To approve an advisory resolution on executive compensation.”, 2025-2026
#Asset manager % of shares outstanding
1Fidelity 4.40%
2American Century 4.36%
3Victory Capital 4.08%
4State Street 2.93%
5DEPRINCE RACE & ZOLLO INC 2.90%
6GEODE CAPITAL MANAGEMENT, LLC 2.56%
7Charles Schwab 2.36%
8Invesco 2.33%
9BlackRock 2.32%
10NUANCE INVESTMENTS, LLC 2.09%

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 2025-2026 proxy season
Holder % outstanding Disclosure
BlackRock, Inc. 14.81% DEF14A
The Vanguard Group 10.71% DEF14A
Dimensional Fund Advisors LP 6.36% DEF14A
FMR LLC 6.28% 13G
DePrince, Race & Zollo, Inc. 5.10% 13G
Vanguard Capital Management 5.09% 13G
American Century Investment Management, Inc. 5.08% 13G
State Street 4.27% 13F
Wellington Management 3.26% 13F
Invesco 2.50% 13F

Percentages above are of 59,950,115 shares outstanding, as reported by Werner Enterprises, Inc. on its Form 10-Q dated May 1, 2026 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 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 May 1, 2026. 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 12, 2026, in the 2025-2026 proxy season, 297 asset managers reported how they voted in their SEC Form N-PX filings, covering 2,129 separate fund positions. Their filings are grouped here into 7 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 98% 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 13, 2026.

Werner Enterprises, Inc. proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).

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