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WERNER ENTERPRISES INC. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and WERNER ENTERPRISES INC.’s Form 8-K, filed 2024-05-15 (Item 5.07 on EDGAR). Page generated 02 October 2026.

  • 8Reported items
  • 273Asset managers
  • 1,847Fund votes
  • 2024-05-14Meeting date

Proxy season: 2023-2024 2024-2025 2025-2026

Explore WERNER ENTERPRISES INC. in the interactive database Compare manager voting policies

Official 2023-2024 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 2024-05-15 (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 2024-05-14
Ballot itemForAgainst AbstainWithheldBroker non-votesOutcome
Elect Director: Michelle D. Greene-Class I 54,548,748---- 4,954,672981,117 Majority: yes
Elect Director: Scott C. Arves-Class III 51,981,830---- 7,521,590981,117 Majority: yes
Elect Director: Alexi A. Wellman-Class III 52,320,785---- 7,182,635981,117 Majority: yes
Proposal 2 . The Company's stockholders approved the advisory resolution on executive compensation. 52,667,1296,776,30259,989 --981,117 Majority: yes
Proposal 3 . 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, 2024. 59,389,1411,068,43026,966 ---- Majority: yes

Source: WERNER ENTERPRISES INC., Form 8-K, filed with the SEC on 2024-05-15 — read the filing on EDGAR.

How asset managers voted at the WERNER ENTERPRISES INC. 2023-2024 meeting

Each item below shows how the 273 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. TO APPROVE AN ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION.

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Combines 6 wordings of this item as funds reported it.

89% Majority: yes · of votes cast

FOR 89%11%
FOR: 52,667,129AGAINST: 6,776,302

WERNER ENTERPRISES INC.’s own tally for this item (“Proposal 2 . The Company's stockholders approved the advisory resolution on executive compensation.”): 52,667,129 for, 6,776,302 against, per its Form 8-K filed 2024-05-15 (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. Of all 63,412,833 outstanding shares: 83% for, 11% against (94% of the company cast a for/against vote).

The 269 asset managers below cast 97% of the shares they voted on this item FOR. Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the company's reported shares outstanding.

FOR 97%
FOR: 97.2%AGAINST: 2.7%ABSTAIN: 0.0%NOT VOTED: 0.0%UNKNOWN: 0.0%
Largest asset managers voting on “TO APPROVE AN ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION.” at WERNER ENTERPRISES INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Victory Capital6,910,5930 00For
BlackRock6,679,6680 00For
Vanguard6,319,4540 00For
MACQUARIE INVESTMENT MANAGEMENT BUSINESS TRUST4,153,0590 00For
Delaware/Macquarie3,542,3880 00For
Dimensional3,161,0200 00For
NUANCE INVESTMENTS, LLC2,801,1210 00For
State Street2,689,6660 00For
American Century2,550,4310 00For
Allspring2,528,0480 00For
Northern Trust1,779,4150 00For
First Trust1,675,4820 00For
Managed Portfolio Series1,651,3160 00For
Charles Schwab1,255,6820 00For
GEODE CAPITAL MANAGEMENT, LLC1,230,4180 00For
Fidelity1,156,2090 00For
DEPRINCE RACE & ZOLLO INC1,092,3640 00For
Thrivent705,2700 00For
Voya539,844128,590 00For
AMERICAN BEACON FUNDS493,89792,048 00For
WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC546,3290 00For
Aberdeen0534,358 00Against
Jackson National429,3960 00For
MELLON INVESTMENTS Corp416,3200 00For
Columbia Threadneedle338,7440 00For

Showing the 25 largest of 269 asset managers. See all 269 in the interactive database.

2. TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2024.

AUDIT-RELATEDMajority of the votes cast: yes

Combines 3 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 59,389,141AGAINST: 1,068,430

WERNER ENTERPRISES INC.’s own tally for this item (“Proposal 3 . 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, 2024.”): 59,389,141 for, 1,068,430 against, per its Form 8-K filed 2024-05-15 (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. Of all 63,412,833 outstanding shares: 94% for, 2% against (95% of the company cast a for/against vote).

The 82 asset managers below cast 99.3% of the shares they voted on this item FOR (33,683,506 for, 229,201 against).

FOR 99.2%
FOR: 33,683,506 (99.3%)AGAINST: 229,201 (0.7%)ABSTAIN: 21,600 (0.1%)UNKNOWN: 1,816 (0.0%)
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., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard6,202,2610 00For
BlackRock5,018,6610 00For
Delaware/Macquarie3,542,3880 00For
Victory Capital2,895,7510 00For
Dimensional2,853,0960 00For
First Trust1,670,1000 00For
Managed Portfolio Series1,651,3160 00For
American Century1,271,5140 00For
Allspring1,159,7290 00For
Fidelity1,150,5810 00For
Charles Schwab613,9410 00For
AMERICAN BEACON FUNDS585,9450 00For
State Street510,02583 00For
Jackson National429,3960 00For
Thrivent352,6350 00For
Columbia Threadneedle338,7440 00For
WILLIAM BLAIR FUNDS295,4870 00For
FIRST EAGLE FUNDS293,8640 00For
Brighthouse268,4540 21,6000For
Voya269,9220 00For
Equitable243,7900 00For
Lincoln Financial189,9550 00For
TIAA168,5730 00For
AIG/SunAmerica159,8730 00For
WisdomTree147,8730 00For

Showing the 25 largest of 82 asset managers. See all 82 in the interactive database.

3. Election of Directors: Alexi A. Wellman

DIRECTOR ELECTIONS

Combines 5 wordings of this item as funds reported it.

100% fund support · no official result

FOR 98%

The 80 asset managers below cast 100% of the shares they voted on this item FOR (33,158,119 for, 0 against).

FOR: 33,158,119 (97.7%)ABSTAIN: 786,966 (2.3%)UNKNOWN: 1,816 (0.0%)
Largest asset managers voting on “Election of Directors: Alexi A. Wellman” at WERNER ENTERPRISES INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard6,202,2610 00For
BlackRock5,018,6610 00For
Delaware/Macquarie3,542,3880 00For
Victory Capital2,895,7510 00For
Dimensional2,853,0960 00For
First Trust1,670,1000 00For
Managed Portfolio Series1,651,3160 00For
American Century1,271,5140 00For
Allspring1,159,7290 00For
Fidelity1,150,5810 00For
Charles Schwab613,9410 00For
AMERICAN BEACON FUNDS493,8970 92,0480For
State Street510,0250 830For
Jackson National429,3960 00For
Thrivent352,6350 00For
Columbia Threadneedle338,7440 00For
WILLIAM BLAIR FUNDS295,4870 00For
FIRST EAGLE FUNDS293,8640 00For
Brighthouse268,4540 21,6000For
Voya00 269,9220Abstain
Equitable117,8280 125,9620Abstain
Lincoln Financial189,9550 00For
TIAA168,5730 00For
AIG/SunAmerica159,8730 00For
WisdomTree147,8730 00For

Showing the 25 largest of 80 asset managers. See all 80 in the interactive database.

4. Election of Directors: Michelle D. Greene

DIRECTOR ELECTIONS

Combines 5 wordings of this item as funds reported it.

100% fund support · no official result

FOR 99.9%

The 80 asset managers below cast 100% of the shares they voted on this item FOR (33,923,485 for, 0 against).

FOR: 33,923,485 (99.9%)ABSTAIN: 21,600 (0.1%)UNKNOWN: 1,816 (0.0%)
Largest asset managers voting on “Election of Directors: Michelle D. Greene” at WERNER ENTERPRISES INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard6,202,2610 00For
BlackRock5,018,6610 00For
Delaware/Macquarie3,542,3880 00For
Victory Capital2,895,7510 00For
Dimensional2,853,0960 00For
First Trust1,670,1000 00For
Managed Portfolio Series1,651,3160 00For
American Century1,271,5140 00For
Allspring1,159,7290 00For
Fidelity1,150,5810 00For
Charles Schwab613,9410 00For
AMERICAN BEACON FUNDS585,9450 00For
State Street510,1080 00For
Jackson National429,3960 00For
Thrivent352,6350 00For
Columbia Threadneedle338,7440 00For
WILLIAM BLAIR FUNDS295,4870 00For
FIRST EAGLE FUNDS293,8640 00For
Brighthouse268,4540 21,6000For
Voya269,9220 00For
Equitable243,7900 00For
Lincoln Financial189,9550 00For
TIAA168,5730 00For
AIG/SunAmerica159,8730 00For
WisdomTree147,8730 00For

Showing the 25 largest of 80 asset managers. See all 80 in the interactive database.

5. Election of Directors: Scott C. Arves

DIRECTOR ELECTIONS

Combines 5 wordings of this item as funds reported it.

100% fund support · no official result

FOR 99.4%

The 80 asset managers below cast 100% of the shares they voted on this item FOR (33,757,753 for, 0 against).

FOR: 33,757,753 (99.4%)ABSTAIN: 187,332 (0.6%)UNKNOWN: 1,816 (0.0%)
Largest asset managers voting on “Election of Directors: Scott C. Arves” at WERNER ENTERPRISES INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard6,202,2610 00For
BlackRock5,018,6610 00For
Delaware/Macquarie3,542,3880 00For
Victory Capital2,895,7510 00For
Dimensional2,853,0960 00For
First Trust1,670,1000 00For
Managed Portfolio Series1,651,3160 00For
American Century1,271,5140 00For
Allspring1,159,7290 00For
Fidelity1,150,5810 00For
Charles Schwab613,9410 00For
AMERICAN BEACON FUNDS585,9450 00For
State Street510,1080 00For
Jackson National429,3960 00For
Thrivent352,6350 00For
Columbia Threadneedle338,7440 00For
WILLIAM BLAIR FUNDS295,4870 00For
FIRST EAGLE FUNDS293,8640 00For
Brighthouse268,4540 21,6000For
Voya269,9220 00For
Equitable117,8280 125,9620Abstain
Lincoln Financial189,9550 00For
TIAA168,5730 00For
AIG/SunAmerica159,8730 00For
WisdomTree147,8730 00For

Showing the 25 largest of 80 asset managers. See all 80 in the interactive database.

6. ADVISORY VOTE TO RATIFY NAMED EXECUTIVE OFFICERS' COMPENSATION

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

89% Majority: yes · of votes cast

FOR 89%11%
FOR: 52,667,129AGAINST: 6,776,302

WERNER ENTERPRISES INC.’s own tally for this item (“Proposal 2 . The Company's stockholders approved the advisory resolution on executive compensation.”): 52,667,129 for, 6,776,302 against, per its Form 8-K filed 2024-05-15 (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. Of all 63,412,833 outstanding shares: 83% for, 11% against (94% of the company cast a for/against vote).

The 7 asset managers below cast 93% of the shares they voted on this item FOR (342,879 for, 25,964 against).

FOR 93%7%
FOR: 342,879 (93.0%)AGAINST: 25,964 (7.0%)
Largest asset managers voting on “ADVISORY VOTE TO RATIFY NAMED EXECUTIVE OFFICERS' COMPENSATION” at WERNER ENTERPRISES INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Capital Group193,2060 00For
ADAGE CAPITAL PARTNERS GP, L.L.C.110,5450 00For
Empower29,4490 00For
JPMorgan025,964 00Against
TIMOTHY PLAN7,7190 00For
Desjardins Global Asset Management Inc.1,1140 00For
CIDEL ASSET MANAGEMENT INC8460 00For

7. DIRECTOR

DIRECTOR ELECTIONS

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (8,130 for, 0 against).

FOR: 8,130 (100.0%)
Largest asset managers voting on “DIRECTOR” at WERNER ENTERPRISES INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
TIMOTHY PLAN7,7190 00For
SYNTAX ETF TRUST4110 00For

8. RATIFY KPMG LLP AS AUDITORS

AUDIT-RELATED

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (37,168 for, 0 against).

FOR: 37,168 (100.0%)
Largest asset managers voting on “RATIFY KPMG LLP AS AUDITORS” at WERNER ENTERPRISES INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Empower29,4490 00For
TIMOTHY PLAN7,7190 00For

Largest WERNER ENTERPRISES INC. shareholders voting in 2023-2024

Ranked by the number of WERNER ENTERPRISES INC. shares each manager voted on the most widely held ballot item of the 2023-2024 meeting, shown as a share of the 63,412,833 shares outstanding at the time of that meeting.

Top WERNER ENTERPRISES INC. shareholders by shares voted, 2023-2024
#Asset manager % of shares outstanding
1Victory Capital 10.90%
2BlackRock 10.53%
3Vanguard 9.97%
4MACQUARIE INVESTMENT MANAGEMENT BUSINESS TRUST 6.55%
5Delaware/Macquarie 5.59%
6Dimensional 4.98%
7NUANCE INVESTMENTS, LLC 4.42%
8State Street 4.24%
9American Century 4.02%
10Allspring 3.99%

Reported WERNER ENTERPRISES INC. ownership

Positions disclosed to the SEC on Schedules 13D and 13G, Form 13F and the company’s own proxy statement (DEF 14A).

WERNER ENTERPRISES INC. beneficial owners on record for the 2023-2024 proxy season
Holder % outstanding Disclosure
BlackRock, Inc. 13.09% DEF14A
Vanguard Group 10.13% 13F
Macquarie Parties 6.89% DEF14A
Victory Capital Management Inc. 6.26% DEF14A
NUANCE INVESTMENTS, LLC 6.22% 13G
Dimensional Fund Advisors LP 6.01% DEF14A
FMR (Fidelity) 5.37% 13F
State Street 3.79% 13F
BNY Mellon 1.17% 13F
Northern Trust 1.10% 13F

Percentages above are of 63,412,833 shares outstanding, as reported by WERNER ENTERPRISES INC. on its Form 10-Q dated 2024-03-31 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, so the percentages are the ones that were true then, not ones restated against today’s share count.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered investment companies and institutional managers disclose how they voted every proxy, 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 2024-03-31. This page is a static snapshot rebuilt weekly on 02 October 2026; a live search always shows the current data.

At WERNER ENTERPRISES INC.'s shareholder meeting held 2024-05-14, in the 2023-2024 proxy season, 273 asset managers reported how they voted in their SEC Form N-PX filings, covering 1,847 separate fund positions. Their filings are grouped here into 8 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. — FOR was 89% 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), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: WERNER ENTERPRISES INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on 2024-05-15.

WERNER ENTERPRISES INC. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.