1 unchanged sentence
On November 9, 2021, our Board of Directors approved and announced a new stock repurchase program under which the Company is authorized to repurchase up to 6,000,000 shares of its common stock.
−Removed: As of March 31, 2022, the Company had purchased 1,822,986 shares pursuant to this authorization and had 4,177,014 shares remaining available for repurchase.
+Added: As of June 30, 2022, the Company had purchased 3,472,986 shares pursuant to this authorization and had 2,527,014 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The authorization will continue unless withdrawn by the Board of Directors.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: The following table summarizes our stock repurchases during first quarter 2022 made pursuant to this authorization.
−Removed: The Company did not purchase any shares during first quarter 2022 other than pursuant to this authorization.
+Added: The following table summarizes our stock repurchases during second quarter 2022 made pursuant to this authorization.
+Added: The Company did not purchase any shares during second quarter 2022 other than pursuant to this authorization.
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.
10 unchanged sentences
Plans or Programs
−Removed: January 1-31, 2022 — $ — — 5,022,114
−Removed: February 1-28, 2022 414,522 $ 43.27 414,522 4,607,592
−Removed: March 1-31, 2022 430,578 $ 42.37 430,578 4,177,014
+Added: April 1-30, 2022 — $ — — 4,177,014
+Added: May 1-31, 2022 1,001,909 $ 40.49 1,001,909 3,175,105
+Added: June 1-30, 2022 648,091 $ 39.14 648,091 2,527,014
Total 1,650,000 $ 39.96 1,650,000
4 unchanged sentences
Exhibit 3.1 to the Company’s Current Report on Form 8-K dated August 14, 2018
−Removed: Form of Performance-Based Restricted Stock Award Agreement, effective February 7, 2022
−Removed: Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 7, 2022
−Removed: Named Executive Officer Compensation
−Removed: Item 5.02 of the Company’s Current Report on Form 8-K dated February 7, 2022
−Removed: Non-Employee Director Compensation
−Removed: Filed herewith
−Removed: Credit Agreement, dated March 25, 2022 between Werner Enterprises, Inc.
−Removed: and Wells Fargo Bank, National Association
−Removed: Filed herewith
−Removed: Revolving Line of Credit Note, dated March 25, 2022 between Werner Enterprises, Inc.
−Removed: and Wells Fargo Bank, National Association
−Removed: Filed herewith
−Removed: Term Note, dated March 25, 2022 between Werner Enterprises, Inc.
−Removed: and Wells Fargo Bank, National Association
−Removed: Filed herewith
−Removed: Second Amendment to Facility Letter Agreement, dated March 25, 2022 between Werner Enterprises, Inc.
−Removed: and BMO Harris Bank N.A.
−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: Exhibit Incorporated by Reference to:
−Removed: 101 The following unaudited financial information from Werner Enterprises’ Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, formatted in iXBRL (Inline Extensible Business Reporting Language) includes:
−Removed: (i) Consolidated Statements of Income for the three months ended March 31, 2022 and 2021, (ii) Consolidated Statements of Comprehensive Income for the three months ended March 31, 2022 and 2021, (iii) Consolidated Condensed Balance Sheets as of March 31, 2022 and December 31, 2021, (iv) Consolidated Statements of Cash Flows for the three months ended March 31, 2022 and 2021, (v) Consolidated Statements of Stockholders’ Equity and Temporary Equity - Redeemable Noncontrolling Interest for the three months ended March 31, 2022 and 2021, and (vi) the Notes to Consolidated Financial Statements (Unaudited) as of March 31, 2022.
−Removed: 104 The cover page from this Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, 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 June 30, 2022, formatted in iXBRL (Inline Extensible Business Reporting Language) includes:
+Added: (i) Consolidated Statements of Income for the three and six months ended June 30, 2022 and 2021, (ii) Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2022 and 2021, (iii) Consolidated Condensed Balance Sheets as of June 30, 2022 and December 31, 2021, (iv) Consolidated Statements of Cash Flows for the six months ended June 30, 2022 and 2021, (v) Consolidated Statements of Stockholders’ Equity and Temporary Equity - Redeemable Noncontrolling Interest for the three and six months ended June 30, 2022 and 2021, and (vi) the Notes to Consolidated Financial Statements (Unaudited) as of June 30, 2022.
+Added: 104 The cover page from this Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, 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.
+Added: August 8, 2022
Executive Vice President, Treasurer and
Chief Financial Officer
+Added: August 8, 2022
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.