1 unchanged sentence
On May 14, 2019, our Board of Directors approved and announced a new stock repurchase program under which the Company is authorized to repurchase up to 5,000,000 shares of its common stock.
−Removed: As of June 30, 2021, the Company had purchased 2,313,438 shares pursuant to this authorization and had 2,686,562 shares remaining available for repurchase.
+Added: As of September 30, 2021, the Company had purchased 3,362,558 shares pursuant to this authorization and had 1,637,442 shares remaining available for repurchase.
The Company may purchase shares from time to time depending on market, economic and other factors.
The authorization will continue unless withdrawn by the Board of Directors.
−Removed: No shares of common stock were repurchased during second quarter 2021 by either the Company or any “affiliated purchaser,” as defined by Rule 10b-18 of the Exchange Act.
+Added: The following table summarizes our stock repurchases during third quarter 2021 made pursuant to this authorization.
+Added: The Company did not purchase any shares during third quarter 2021 other than pursuant to this authorization.
+Added: All stock repurchases were made by the Company or on its behalf and not by any “affiliated purchaser,” as defined by Rule 10b-18 of the Exchange Act.
+Added: Issuer Purchases of Equity Securities
+Added: Period Total Number of Shares (of Units) Purchased Average Price Paid per
+Added: Share (or Unit) Total Number of Shares
+Added: (or Units) Purchased as
+Added: Part of Publicly
+Added: Announced Plans or
+Added: Programs Maximum Number (or
+Added: Approximate Dollar
+Added: Value) of Shares (or
+Added: Units) that May Yet Be
+Added: Purchased Under the
+Added: Plans or Programs
+Added: July 1-31, 2021 — $ — — 2,686,562
+Added: August 1-31, 2021 752,004 $ 45.33 752,004 1,934,558
+Added: September 1-30, 2021 297,116 $ 46.00 297,116 1,637,442
+Added: Total 1,049,120 $ 45.52 1,049,120 1,637,442
Exhibit Incorporated by Reference to:
3 unchanged sentences
Exhibit 3.1 to the Company’s Current Report on Form 8-K dated August 14, 2018
−Removed: Facility Letter and Promissory Note Agreement, dated June 30, 2021 between Werner Enterprises, Inc.
−Removed: and BMO Harris Bank N.A.
−Removed: Filed herewith
−Removed: First Amendment to Facility Letter Agreement, dated June 30, 2021 between Werner Enterprises, Inc.
−Removed: and BMO Harris Bank N.A.
−Removed: Filed herewith
−Removed: Second Amendment to Credit Agreement, dated June 29, 2021 between Werner Enterprises, Inc.
−Removed: and Wells Fargo Bank, National Association
−Removed: Filed herewith
Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934 (Section 302 of the Sarbanes-Oxley Act of 2002)
8 unchanged sentences
Furnished herewith
−Removed: 101 The following unaudited financial information from Werner Enterprises’ Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, formatted in iXBRL (Inline Extensible Business Reporting Language) includes:
−Removed: (i) Consolidated Statements of Income for the three and six months ended June 30, 2021 and June 30, 2020, (ii) Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2021 and June 30, 2020, (iii) Consolidated Condensed Balance Sheets as of June 30, 2021 and December 31, 2020, (iv) Consolidated Statements of Cash Flows for the six months ended June 30, 2021 and June 30, 2020, (v) Consolidated Statements of Stockholders’ Equity for the three months ended June 30, 2021, March 31, 2021, June 30, 2020 and March 31, 2020, and (vi) the Notes to Consolidated Financial Statements (Unaudited) as of June 30, 2021.
−Removed: 104 The cover page from this Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, formatted in Inline XBRL (included as Exhibit 101).
+Added: 101 The following unaudited financial information from Werner Enterprises’ Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, formatted in iXBRL (Inline Extensible Business Reporting Language) includes:
+Added: (i) Consolidated Statements of Income for the three and nine months ended September 30, 2021 and September 30, 2020, (ii) Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2021 and September 30, 2020, (iii) Consolidated Condensed Balance Sheets as of September 30, 2021 and December 31, 2020, (iv) Consolidated Statements of Cash Flows for the nine months ended September 30, 2021 and September 30, 2020, (v) Consolidated Statements of Stockholders’ Equity for the three months ended September 30, 2021, June 30, 2021, March 31, 2021, September 30, 2020, June 30, 2020 and March 31, 2020, and (vi) the Notes to Consolidated Financial Statements (Unaudited) as of September 30, 2021.
+Added: 104 The cover page from this Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, formatted in Inline XBRL (included as Exhibit 101).
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
WERNER ENTERPRISES, INC.
−Removed: August 5, 2021
+Added: November 9, 2021
Executive Vice President, Treasurer and
Chief Financial Officer
−Removed: August 5, 2021
+Added: November 9, 2021
Executive Vice President, Chief Accounting
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.