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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 September 30, 2022, the Company had purchased 3,688,190 shares pursuant to this authorization and had 2,311,810 shares remaining available for repurchase.
+Added: As of March 31, 2023, the Company had purchas ed 3,688,190 shares pursuant to this authorization and had 2,311,810 share s 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The authorization will continue unless withdrawn by the Board of Directors.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 third quarter 2022 made pursuant to this authorization.
−Removed: The Company did not purchase any shares during third quarter 2022 other than pursuant to this authorization.
−Removed: 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.
−Removed: Issuer Purchases of Equity Securities
−Removed: Period Total Number of
−Removed: Shares Purchased Average Price
−Removed: Paid per Share Total Number of Shares
−Removed: Part of Publicly
−Removed: Announced Plans or
−Removed: Programs Maximum Number (or
−Removed: Approximate Dollar
−Removed: Value) of Shares that May Yet Be
−Removed: Purchased Under the
−Removed: Plans or Programs
−Removed: July 1-31, 2022 — $ — — 2,527,014
−Removed: August 1-31, 2022 — $ — — 2,527,014
−Removed: September 1-30, 2022 215,204 $ 38.51 215,204 2,311,810
−Removed: Total 215,204 $ 38.51 215,204
+Added: No shares of common stock were repurchased during first quarter 2023 by either the Company or any “affiliated purchaser,” as defined by Rule 10b-18 of the Exchange Act.
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
+Added: Named Executive Officer Compensation
+Added: Item 5.02 of the Company’s Current Report on Form 8-K dated February 10, 2023 ;
+Added: Item 5.02 of the Company’s Current Report on Form 8-K dated February 23, 2023
+Added: Non-Employee Director Compensation
+Added: 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)
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Furnished herewith
−Removed: 101 The following unaudited financial information from Werner Enterprises’ Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, formatted in iXBRL (Inline Extensible Business Reporting Language) includes:
−Removed: (i) Consolidated Statements of Income for the three and nine months ended September 30, 2022 and 2021, (ii) Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2022 and 2021, (iii) Consolidated Condensed Balance Sheets as of September 30, 2022 and December 31, 2021, (iv) Consolidated Statements of Cash Flows for the nine months ended September 30, 2022 and 2021, (v) Consolidated Statements of Stockholders’ Equity and Temporary Equity - Redeemable Noncontrolling Interest for the three and nine months ended September 30, 2022 and 2021, and (vi) the Notes to Consolidated Financial Statements (Unaudited) as of September 30, 2022.
−Removed: 104 The cover page from this Quarterly Report on Form 10-Q for the quarter ended September 30, 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 March 31, 2023, formatted in iXBRL (Inline Extensible Business Reporting Language) includes:
+Added: (i) Consolidated Statements of Income for the three months ended March 31, 2023 and 2022, (ii) Consolidated Statements of Comprehensive Income for the three months ended March 31, 2023 and 2022, (iii) Consolidated Condensed Balance Sheets as of March 31, 2023 and December 31, 2022, (iv) Consolidated Statements of Cash Flows for the three months ended March 31, 2023 and 2022, (v) Consolidated Statements of Stockholders’ Equity and Temporary Equity - Redeemable Noncontrolling Interest for the three months ended March 31, 2023 and 2022, and (vi) the Notes to Consolidated Financial Statements (Unaudited) as of March 31, 2023.
+Added: 104 The cover page from this Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, 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: November 4, 2022
+Added: /s/ Christopher D.
+Added: Christopher D.
Executive Vice President, Treasurer and
Chief Financial Officer
−Removed: November 4, 2022
Executive Vice President, Chief Accounting
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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.