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Compiled from SEC Form N-PX filings and WERNER ENTERPRISES INC.’s Form 8-K, filed 2025-05-15 (Item 5.07 on EDGAR). Page generated 04 October 2026.
Explore WERNER ENTERPRISES INC. in the interactive database Compare manager voting policies
These tallies are WERNER ENTERPRISES INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed 2025-05-15 (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.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Outcome |
|---|---|---|---|---|---|---|
| Elect Director: Michelle D. Greene | 52,151,869 | -- | -- | 3,349,898 | 3,652,447 | Majority: yes |
| Elect Director: Jack A. Holmes | 51,497,273 | -- | -- | 4,004,494 | 3,652,447 | Majority: yes |
| Elect Director: Carmen A. Tapio | 46,401,718 | -- | -- | 9,100,049 | 3,652,447 | Majority: yes |
| Proposal 2 . The Company's stockholders approved the advisory resolution on executive compensation. | 49,281,522 | 4,486,858 | 1,733,387 | -- | 3,652,447 | 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, 2025. | 58,335,231 | 814,231 | 4,752 | -- | -- | Majority: yes |
Source: WERNER ENTERPRISES INC., Form 8-K, filed with the SEC on 2025-05-15 — read the filing on EDGAR.
Each item below shows how the 278 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.
Combines 2 wordings of this item as funds reported it.
92% Majority: yes · of votes cast
WERNER ENTERPRISES INC.’s own tally for this item (“Proposal 2 . The Company's stockholders approved the advisory resolution on executive compensation.”): 49,281,522 for, 4,486,858 against, per its Form 8-K filed 2025-05-15 (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 61,924,797 outstanding shares: 80% for, 7% against (87% of the company cast a for/against vote).
The 269 asset managers below cast 98% 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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 8,549,122 | 0 | 0 | 0 | For |
| Vanguard | 6,771,157 | 1,465 | 0 | 0 | For |
| Victory Capital | 6,124,655 | 0 | 0 | 0 | For |
| American Century | 4,202,084 | 0 | 0 | 0 | For |
| MACQUARIE INVESTMENT MANAGEMENT BUSINESS TRUST | 3,256,166 | 0 | 0 | 0 | For |
| Allspring | 3,150,132 | 0 | 0 | 0 | For |
| Dimensional | 2,924,424 | 0 | 0 | 0 | For |
| Delaware/Macquarie | 2,828,959 | 0 | 0 | 0 | For |
| NUANCE INVESTMENTS, LLC | 2,705,714 | 0 | 0 | 0 | For |
| First Trust | 2,399,859 | 0 | 0 | 0 | For |
| DEPRINCE RACE & ZOLLO INC | 1,601,238 | 0 | 0 | 0 | For |
| Charles Schwab | 1,383,814 | 0 | 0 | 0 | For |
| State Street | 1,167,086 | 0 | 0 | 0 | For |
| GEODE CAPITAL MANAGEMENT, LLC | 1,156,117 | 0 | 0 | 0 | For |
| Fidelity | 1,143,828 | 0 | 0 | 0 | For |
| Managed Portfolio Series | 1,054,402 | 0 | 0 | 0 | For |
| Thrivent | 660,000 | 0 | 0 | 0 | For |
| Maple Rock Capital Partners Inc. | 614,540 | 0 | 0 | 0 | For |
| Jackson National | 591,303 | 0 | 0 | 0 | For |
| AMERICAN BEACON FUNDS | 562,747 | 0 | 0 | 0 | For |
| Russell Investments | 556,390 | 0 | 0 | 0 | For |
| Aberdeen | 0 | 550,656 | 0 | 0 | Against |
| Columbia Threadneedle | 509,460 | 0 | 0 | 0 | For |
| WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC | 488,661 | 0 | 0 | 0 | For |
| Wellington | 479,093 | 0 | 0 | 0 | For |
Showing the 25 largest of 269 asset managers. See all 269 in the interactive database.
Combines 2 wordings of this item as funds reported it.
99% Majority: yes · of votes cast
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, 2025.”): 58,335,231 for, 814,231 against, per its Form 8-K filed 2025-05-15 (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 61,924,797 outstanding shares: 94% for, 1% against (96% of the company cast a for/against vote).
The 84 asset managers below cast 99.5% of the shares they voted on this item FOR (36,008,104 for, 151,848 against).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 7,050,827 | 0 | 0 | 0 | For |
| Vanguard | 6,584,552 | 1,465 | 0 | 0 | For |
| Delaware/Macquarie | 2,828,959 | 0 | 0 | 0 | For |
| Dimensional | 2,666,073 | 0 | 0 | 0 | For |
| Victory Capital | 2,652,360 | 0 | 0 | 0 | For |
| First Trust | 2,392,956 | 0 | 0 | 0 | For |
| American Century | 2,067,725 | 0 | 0 | 0 | For |
| Allspring | 1,402,229 | 0 | 0 | 0 | For |
| Fidelity | 1,143,243 | 0 | 0 | 0 | For |
| Managed Portfolio Series | 1,054,402 | 0 | 0 | 0 | For |
| Charles Schwab | 659,230 | 0 | 0 | 0 | For |
| Jackson National | 591,303 | 0 | 0 | 0 | For |
| AMERICAN BEACON FUNDS | 562,747 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 509,460 | 0 | 0 | 0 | For |
| FIRST EAGLE FUNDS | 358,915 | 0 | 0 | 0 | For |
| Thrivent | 330,000 | 0 | 0 | 0 | For |
| WILLIAM BLAIR FUNDS | 269,371 | 0 | 0 | 0 | For |
| Brighthouse | 251,531 | 0 | 0 | 0 | For |
| Goldman Sachs | 238,273 | 0 | 0 | 0 | For |
| PIMCO | 187,822 | 0 | 0 | 0 | For |
| Russell Investments | 174,895 | 0 | 0 | 0 | For |
| WisdomTree | 174,382 | 0 | 0 | 0 | For |
| Equitable | 171,201 | 0 | 0 | 0 | For |
| TIAA | 168,341 | 0 | 0 | 0 | For |
| Aberdeen | 0 | 150,380 | 0 | 0 | Against |
Showing the 25 largest of 84 asset managers. See all 84 in the interactive database.
Combines 7 wordings of this item as funds reported it.
84% Majority: yes · of votes cast
WERNER ENTERPRISES INC.’s own tally for this item (“Elect Director: Carmen A. Tapio”): 46,401,718 for, 9,100,049 withheld, per its Form 8-K filed 2025-05-15 (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 61,924,797 outstanding shares: 75% for, 15% withheld (90% of the company cast a for/withheld vote).
The 83 asset managers below cast 100% of the shares they voted on this item FOR (34,624,235 for, 0 against).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 7,050,827 | 0 | 0 | 0 | For |
| Vanguard | 6,584,552 | 0 | 1,465 | 0 | For |
| Delaware/Macquarie | 2,828,959 | 0 | 0 | 0 | For |
| Dimensional | 2,666,073 | 0 | 0 | 0 | For |
| Victory Capital | 2,652,360 | 0 | 0 | 0 | For |
| First Trust | 2,392,956 | 0 | 0 | 0 | For |
| American Century | 2,067,725 | 0 | 0 | 0 | For |
| Allspring | 1,402,229 | 0 | 0 | 0 | For |
| Fidelity | 1,143,243 | 0 | 0 | 0 | For |
| Managed Portfolio Series | 1,054,402 | 0 | 0 | 0 | For |
| Charles Schwab | 0 | 0 | 659,230 | 0 | Abstain |
| Jackson National | 591,303 | 0 | 0 | 0 | For |
| AMERICAN BEACON FUNDS | 0 | 0 | 562,747 | 0 | Abstain |
| Columbia Threadneedle | 509,460 | 0 | 0 | 0 | For |
| FIRST EAGLE FUNDS | 358,915 | 0 | 0 | 0 | For |
| Thrivent | 330,000 | 0 | 0 | 0 | For |
| WILLIAM BLAIR FUNDS | 269,371 | 0 | 0 | 0 | For |
| Brighthouse | 251,531 | 0 | 0 | 0 | For |
| Goldman Sachs | 238,273 | 0 | 0 | 0 | For |
| PIMCO | 187,822 | 0 | 0 | 0 | For |
| Russell Investments | 0 | 0 | 174,895 | 0 | Abstain |
| WisdomTree | 174,382 | 0 | 0 | 0 | For |
| Equitable | 99,182 | 0 | 72,019 | 0 | For |
| TIAA | 168,341 | 0 | 0 | 0 | For |
| Aberdeen | 150,380 | 0 | 0 | 0 | For |
Showing the 25 largest of 83 asset managers. See all 83 in the interactive database.
Combines 7 wordings of this item as funds reported it.
93% Majority: yes · of votes cast
WERNER ENTERPRISES INC.’s own tally for this item (“Elect Director: Jack A. Holmes”): 51,497,273 for, 4,004,494 withheld, per its Form 8-K filed 2025-05-15 (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 61,924,797 outstanding shares: 83% for, 6% withheld (90% of the company cast a for/withheld vote).
The 83 asset managers below cast 100% of the shares they voted on this item FOR (36,076,041 for, 0 against).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 7,050,827 | 0 | 0 | 0 | For |
| Vanguard | 6,586,017 | 0 | 0 | 0 | For |
| Delaware/Macquarie | 2,828,959 | 0 | 0 | 0 | For |
| Dimensional | 2,666,073 | 0 | 0 | 0 | For |
| Victory Capital | 2,652,360 | 0 | 0 | 0 | For |
| First Trust | 2,392,956 | 0 | 0 | 0 | For |
| American Century | 2,067,725 | 0 | 0 | 0 | For |
| Allspring | 1,402,229 | 0 | 0 | 0 | For |
| Fidelity | 1,143,243 | 0 | 0 | 0 | For |
| Managed Portfolio Series | 1,054,402 | 0 | 0 | 0 | For |
| Charles Schwab | 659,230 | 0 | 0 | 0 | For |
| Jackson National | 591,303 | 0 | 0 | 0 | For |
| AMERICAN BEACON FUNDS | 562,747 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 509,460 | 0 | 0 | 0 | For |
| FIRST EAGLE FUNDS | 358,915 | 0 | 0 | 0 | For |
| Thrivent | 330,000 | 0 | 0 | 0 | For |
| WILLIAM BLAIR FUNDS | 269,371 | 0 | 0 | 0 | For |
| Brighthouse | 251,531 | 0 | 0 | 0 | For |
| Goldman Sachs | 238,273 | 0 | 0 | 0 | For |
| PIMCO | 187,822 | 0 | 0 | 0 | For |
| Russell Investments | 174,895 | 0 | 0 | 0 | For |
| WisdomTree | 174,382 | 0 | 0 | 0 | For |
| Equitable | 99,182 | 0 | 72,019 | 0 | For |
| TIAA | 168,341 | 0 | 0 | 0 | For |
| Aberdeen | 150,380 | 0 | 0 | 0 | For |
Showing the 25 largest of 83 asset managers. See all 83 in the interactive database.
Combines 7 wordings of this item as funds reported it.
94% Majority: yes · of votes cast
WERNER ENTERPRISES INC.’s own tally for this item (“Elect Director: Michelle D. Greene”): 52,151,869 for, 3,349,898 withheld, per its Form 8-K filed 2025-05-15 (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 61,924,797 outstanding shares: 84% for, 5% withheld (90% of the company cast a for/withheld vote).
The 83 asset managers below cast 100% of the shares they voted on this item FOR (36,071,353 for, 0 against).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 7,050,827 | 0 | 0 | 0 | For |
| Vanguard | 6,586,017 | 0 | 0 | 0 | For |
| Delaware/Macquarie | 2,828,959 | 0 | 0 | 0 | For |
| Dimensional | 2,666,073 | 0 | 0 | 0 | For |
| Victory Capital | 2,652,360 | 0 | 0 | 0 | For |
| First Trust | 2,392,956 | 0 | 0 | 0 | For |
| American Century | 2,067,725 | 0 | 0 | 0 | For |
| Allspring | 1,402,229 | 0 | 0 | 0 | For |
| Fidelity | 1,143,243 | 0 | 0 | 0 | For |
| Managed Portfolio Series | 1,054,402 | 0 | 0 | 0 | For |
| Charles Schwab | 659,230 | 0 | 0 | 0 | For |
| Jackson National | 591,303 | 0 | 0 | 0 | For |
| AMERICAN BEACON FUNDS | 562,747 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 509,460 | 0 | 0 | 0 | For |
| FIRST EAGLE FUNDS | 358,915 | 0 | 0 | 0 | For |
| Thrivent | 330,000 | 0 | 0 | 0 | For |
| WILLIAM BLAIR FUNDS | 269,371 | 0 | 0 | 0 | For |
| Brighthouse | 251,531 | 0 | 0 | 0 | For |
| Goldman Sachs | 238,273 | 0 | 0 | 0 | For |
| PIMCO | 187,822 | 0 | 0 | 0 | For |
| Russell Investments | 174,895 | 0 | 0 | 0 | For |
| WisdomTree | 174,382 | 0 | 0 | 0 | For |
| Equitable | 99,182 | 0 | 72,019 | 0 | For |
| TIAA | 168,341 | 0 | 0 | 0 | For |
| Aberdeen | 150,380 | 0 | 0 | 0 | For |
Showing the 25 largest of 83 asset managers. See all 83 in the interactive database.
92% Majority: yes · of votes cast
WERNER ENTERPRISES INC.’s own tally for this item (“Proposal 2 . The Company's stockholders approved the advisory resolution on executive compensation.”): 49,281,522 for, 4,486,858 against, per its Form 8-K filed 2025-05-15 (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 61,924,797 outstanding shares: 80% for, 7% against (87% of the company cast a for/against vote).
The 7 asset managers below cast 81% of the shares they voted on this item FOR (221,577 for, 53,673 against).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Capital Group | 178,302 | 0 | 0 | 0 | For |
| JPMorgan | 0 | 53,673 | 0 | 0 | Against |
| Empower | 0 | 0 | 0 | 0 | Not Voted |
| ADAGE CAPITAL PARTNERS GP, L.L.C. | 40,545 | 0 | 0 | 0 | For |
| CLEARWATER INVESTMENT TRUST | 1,767 | 0 | 0 | 0 | For |
| Desjardins Global Asset Management Inc. | 945 | 0 | 0 | 0 | For |
| Empirical Financial Services, LLC d.b.a. Empirical Wealth Ma | 18 | 0 | 0 | 0 | For |
Ranked by the number of WERNER ENTERPRISES INC. shares each manager voted on the most widely held ballot item of the 2024-2025 meeting, shown as a share of the 61,924,797 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | BlackRock | 13.81% |
| 2 | Vanguard | 10.94% |
| 3 | Victory Capital | 9.89% |
| 4 | American Century | 6.79% |
| 5 | MACQUARIE INVESTMENT MANAGEMENT BUSINESS TRUST | 5.26% |
| 6 | Allspring | 5.09% |
| 7 | Dimensional | 4.72% |
| 8 | Delaware/Macquarie | 4.57% |
| 9 | NUANCE INVESTMENTS, LLC | 4.37% |
| 10 | First Trust | 3.88% |
Positions disclosed to the SEC on Schedules 13D and 13G, Form 13F and the company’s own proxy statement (DEF 14A).
| Holder | % outstanding | Disclosure |
|---|---|---|
| BlackRock, Inc. | 14.34% | 13G |
| The Vanguard Group | 10.37% | DEF14A |
| FMR LLC | 7.76% | 13G |
| Dimensional Fund Advisors LP | 6.15% | DEF14A |
| Macquarie Parties | 5.52% | DEF14A |
| DePrince, Race & Zollo, Inc. | 4.93% | 13G |
| Vanguard Capital Management | 4.92% | 13G |
| Nuance Investments LLC | 4.58% | 13G |
| Victory Capital Management, Inc. | 4.49% | 13G |
| Macquarie Group Limited | 4.45% | 13G |
Percentages above are of 61,924,797 shares outstanding, as reported by WERNER ENTERPRISES INC. on its Form 10-Q dated 2025-03-31 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, so the percentages are the ones that were true then, not ones restated against today’s share count.
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 2025-03-31. This page is a static snapshot rebuilt weekly on 04 October 2026; a live search always shows the current data.
At WERNER ENTERPRISES INC.'s shareholder meeting held 2025-05-13, in the 2024-2025 proxy season, 278 asset managers reported how they voted in their SEC Form N-PX filings, covering 1,652 separate fund positions. Their filings are grouped here into 6 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 92% 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 2025-05-15.
WERNER ENTERPRISES INC. proxy season coverage: 2023-2024 · 2024-2025 (this page) · 2025-2026.