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Werner Enterprises, Inc. 2025-2026 Proxy Voting Records

Compiled from SEC Form N-PX filings and Werner Enterprises, Inc.’s Form 8-K, filed 2026-05-13 (Item 5.07 on EDGAR). Page generated 04 October 2026.

  • 7Reported items
  • 297Asset managers
  • 2,095Fund votes
  • 2026-05-12Meeting date

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

Explore Werner Enterprises, Inc. in the interactive database Compare manager voting policies

Official 2025-2026 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 2026-05-13 (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 2026-05-12
Ballot itemForAgainst AbstainWithheldBroker non-votesOutcome
Elect Director: Diane K. Duren - Class II 54,558,313---- 1,651,7831,541,943 Majority: yes
Elect Director: Derek J. Leathers - Class II 54,471,859---- 1,738,2371,541,943 Majority: yes
Elect Director: Michelle D. Livingstone - Class II 54,798,094---- 1,412,0021,541,943 Majority: yes
Elect Director: M. Gayle Packer - Class III 54,714,810---- 1,495,2861,541,943 Majority: yes
Proposal 2 . The Company's stockholders approved the advisory resolution on executive compensation. 54,000,2801,369,015840,801 --1,541,943 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, 2026. 55,653,7732,094,6383,628 ---- Majority: yes

Source: Werner Enterprises, Inc., Form 8-K, filed with the SEC on 2026-05-13 — read the filing on EDGAR.

How asset managers voted at the Werner Enterprises, Inc. 2025-2026 meeting

Each item below shows how the 297 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.

98% Majority: yes · of votes cast

FOR 98%
FOR: 54,000,280AGAINST: 1,369,015

Werner Enterprises, Inc.’s own tally for this item (“Proposal 2 . The Company's stockholders approved the advisory resolution on executive compensation.”): 54,000,280 for, 1,369,015 against, per its Form 8-K filed 2026-05-13 (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 59,950,115 outstanding shares: 90% for, 2% against (92% of the company cast a for/against vote).

The 293 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.

FOR 98%
FOR: 98.2%AGAINST: 1.8%ABSTAIN: 0.0%NOT VOTED: 0.0%
Largest asset managers voting on “To approve an advisory resolution on executive compensation.” at Werner Enterprises, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock7,891,8590 00For
Vanguard6,625,2908,477 40For
Fidelity6,314,7630 00For
American Century5,128,6300 00For
Victory Capital4,294,7040 00For
Invesco2,804,4790 00For
Charles Schwab2,771,2040 00For
Allspring2,090,3680 00For
First Trust1,879,1950 00For
DEPRINCE RACE & ZOLLO INC1,739,4000 00For
State Street1,709,7812,088 00For
GEODE CAPITAL MANAGEMENT, LLC1,533,4040 00For
Dimensional1,424,1880 00For
NUANCE INVESTMENTS, LLC1,254,5240 00For
NOMURA INVESTMENT MANAGEMENT BUSINESS TRUST1,185,1870 00For
Wellington1,151,0990 00For
Russell Investments1,066,7010 00For
Delaware/Macquarie1,058,4530 00For
PIMCO769,1980 00For
Columbia Threadneedle655,8530 00For
VAUGHAN NELSON INVESTMENT MANAGEMENT, L.P.641,8380 00For
AMERICAN BEACON FUNDS631,8160 00For
Maple Rock Capital Partners Inc.553,3670 00For
Managed Portfolio Series549,6070 00For
JACOBS LEVY EQUITY MANAGEMENT, INC501,5690 00For

Showing the 25 largest of 293 asset managers. See all 293 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, 2026.

AUDIT-RELATEDMajority of the votes cast: yes

Combines 3 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%
FOR: 55,653,773AGAINST: 2,094,638

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, 2026.”): 55,653,773 for, 2,094,638 against, per its Form 8-K filed 2026-05-13 (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 59,950,115 outstanding shares: 93% for, 3% against (96% of the company cast a for/against vote).

The 76 asset managers below cast 99.1% of the shares they voted on this item FOR (34,603,774 for, 295,031 against).

FOR 99.0%
FOR: 34,603,774 (99.0%)AGAINST: 295,031 (0.8%)NOT VOTED: 43,094 (0.1%)
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., 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock6,501,2220 00For
Vanguard6,131,7848,479 00For
Fidelity3,678,4530 00For
American Century2,513,4990 00For
First Trust1,861,6160 00For
Victory Capital1,849,6660 00For
Invesco1,408,0340 00For
Charles Schwab1,356,0120 00For
Dimensional1,161,0660 00For
Delaware/Macquarie1,058,4530 00For
Allspring887,4230 00For
PIMCO769,1980 00For
Columbia Threadneedle655,8530 00For
AMERICAN BEACON FUNDS631,8160 00For
State Street598,29137 00For
Managed Portfolio Series549,6070 00For
Russell Investments372,9090 00For
EA Series Trust0282,180 00Against
Natixis251,6500 00For
Brighthouse216,8630 00For
Thrivent202,3870 00For
Principal162,3060 00For
Royce151,3420 00For
Jackson National149,3920 00For
Equitable129,5210 00For

Showing the 25 largest of 76 asset managers. See all 76 in the interactive database.

3. Election of Directors*: Derek J. Leathers

DIRECTOR ELECTIONS

Combines 7 wordings of this item as funds reported it.

100% fund support · no official result

FOR 99.6%

The 75 asset managers below cast 100% of the shares they voted on this item FOR (34,821,886 for, 0 against).

FOR: 34,821,886 (99.7%)ABSTAIN: 68,895 (0.2%)NOT VOTED: 43,094 (0.1%)
Largest asset managers voting on “Election of Directors*: Derek J. Leathers” at Werner Enterprises, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock6,501,2220 00For
Vanguard6,124,3210 15,9420For
Fidelity3,678,4530 00For
American Century2,513,4990 00For
First Trust1,861,6160 00For
Victory Capital1,849,6660 00For
Invesco1,408,0340 00For
Charles Schwab1,356,0120 00For
Dimensional1,161,0660 00For
Delaware/Macquarie1,058,4530 00For
Allspring887,4230 00For
PIMCO769,1980 00For
Columbia Threadneedle655,8530 00For
AMERICAN BEACON FUNDS631,8160 00For
State Street597,7410 5870For
Managed Portfolio Series549,6070 00For
Russell Investments372,9090 00For
EA Series Trust282,1800 00For
Natixis251,6500 00For
Brighthouse216,8630 00For
Thrivent202,3870 00For
Principal162,3060 00For
Royce151,3420 00For
Jackson National149,3920 00For
Equitable88,8490 40,6720For

Showing the 25 largest of 75 asset managers. See all 75 in the interactive database.

4. Election of Directors*: Diane K. Duren

DIRECTOR ELECTIONS

Combines 7 wordings of this item as funds reported it.

100% fund support · no official result

FOR 99.6%

The 75 asset managers below cast 100% of the shares they voted on this item FOR (34,821,631 for, 0 against).

FOR: 34,821,631 (99.7%)ABSTAIN: 69,150 (0.2%)NOT VOTED: 43,094 (0.1%)
Largest asset managers voting on “Election of Directors*: Diane K. Duren” at Werner Enterprises, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock6,501,2220 00For
Vanguard6,140,2510 110For
Fidelity3,678,4530 00For
American Century2,513,4990 00For
First Trust1,861,6160 00For
Victory Capital1,849,6660 00For
Invesco1,408,0340 00For
Charles Schwab1,356,0120 00For
Dimensional1,161,0660 00For
Delaware/Macquarie1,058,4530 00For
Allspring887,4230 00For
PIMCO769,1980 00For
Columbia Threadneedle655,8530 00For
AMERICAN BEACON FUNDS631,8160 00For
State Street598,3280 00For
Managed Portfolio Series549,6070 00For
Russell Investments372,9090 00For
EA Series Trust282,1800 00For
Natixis251,6500 00For
Brighthouse216,8630 00For
Thrivent202,3870 00For
Principal162,3060 00For
Royce151,3420 00For
Jackson National149,3920 00For
Equitable88,8490 40,6720For

Showing the 25 largest of 75 asset managers. See all 75 in the interactive database.

5. Election of Directors*: M. Gayle Packer

DIRECTOR ELECTIONS

Combines 7 wordings of this item as funds reported it.

100% fund support · no official result

FOR 99.3%

The 75 asset managers below cast 100% of the shares they voted on this item FOR (34,720,837 for, 0 against).

FOR: 34,720,837 (99.4%)ABSTAIN: 169,944 (0.5%)NOT VOTED: 43,094 (0.1%)
Largest asset managers voting on “Election of Directors*: M. Gayle Packer” at Werner Enterprises, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock6,501,2220 00For
Vanguard6,140,2520 100For
Fidelity3,678,4530 00For
American Century2,513,4990 00For
First Trust1,861,6160 00For
Victory Capital1,849,6660 00For
Invesco1,408,0340 00For
Charles Schwab1,356,0120 00For
Dimensional1,161,0660 00For
Delaware/Macquarie1,058,4530 00For
Allspring887,4230 00For
PIMCO769,1980 00For
Columbia Threadneedle655,8530 00For
AMERICAN BEACON FUNDS631,8160 00For
State Street598,3280 00For
Managed Portfolio Series549,6070 00For
Russell Investments372,9090 00For
EA Series Trust282,1800 00For
Natixis251,6500 00For
Brighthouse216,8630 00For
Thrivent202,3870 00For
Principal162,3060 00For
Royce151,3420 00For
Jackson National149,3920 00For
Equitable88,8490 40,6720For

Showing the 25 largest of 75 asset managers. See all 75 in the interactive database.

6. Election of Directors*: Michelle D. Livingstone

DIRECTOR ELECTIONS

Combines 7 wordings of this item as funds reported it.

100% fund support · no official result

FOR 99.6%

The 75 asset managers below cast 100% of the shares they voted on this item FOR (34,819,403 for, 0 against).

FOR: 34,819,403 (99.7%)ABSTAIN: 71,378 (0.2%)NOT VOTED: 43,094 (0.1%)
Largest asset managers voting on “Election of Directors*: Michelle D. Livingstone” at Werner Enterprises, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock6,501,2220 00For
Vanguard6,124,3230 15,9400For
Fidelity3,678,4530 00For
American Century2,513,4990 00For
First Trust1,861,6160 00For
Victory Capital1,849,6660 00For
Invesco1,408,0340 00For
Charles Schwab1,356,0120 00For
Dimensional1,161,0660 00For
Delaware/Macquarie1,058,4530 00For
Allspring887,4230 00For
PIMCO769,1980 00For
Columbia Threadneedle655,8530 00For
AMERICAN BEACON FUNDS631,8160 00For
State Street597,7730 5550For
Managed Portfolio Series549,6070 00For
Russell Investments372,9090 00For
EA Series Trust282,1800 00For
Natixis251,6500 00For
Brighthouse216,8630 00For
Thrivent202,3870 00For
Principal162,3060 00For
Royce151,3420 00For
Jackson National149,3920 00For
Equitable88,8490 40,6720For

Showing the 25 largest of 75 asset managers. See all 75 in the interactive database.

7. Advisory Vote to Ratify Named Executive Officers' Compensation

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

98% Majority: yes · of votes cast

FOR 98%
FOR: 54,000,280AGAINST: 1,369,015

Werner Enterprises, Inc.’s own tally for this item (“Proposal 2 . The Company's stockholders approved the advisory resolution on executive compensation.”): 54,000,280 for, 1,369,015 against, per its Form 8-K filed 2026-05-13 (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 59,950,115 outstanding shares: 90% for, 2% against (92% of the company cast a for/against vote).

The 4 asset managers below cast 49.9% of the shares they voted on this item FOR (3,728 for, 3,746 against).

7%7%NOT VOTED 85%
FOR: 3,728 (7.4%)AGAINST: 3,746 (7.4%)NOT VOTED: 43,094 (85.2%)
Largest asset managers voting on “Advisory Vote to Ratify Named Executive Officers' Compensation” at Werner Enterprises, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Empower00 00Not Voted
APG Asset Management US Inc.03,746 00Against
Dayah Capital LLC3,3460 00For
CLEARWATER INVESTMENT TRUST3820 00For

Largest Werner Enterprises, Inc. shareholders voting in 2025-2026

Ranked by the number of Werner Enterprises, Inc. shares each manager voted on the most widely held ballot item of the 2025-2026 meeting, shown as a share of the 59,950,115 shares outstanding at the time of that meeting.

Top Werner Enterprises, Inc. shareholders by shares voted, 2025-2026
#Asset manager % of shares outstanding
1BlackRock 13.16%
2Vanguard 11.07%
3Fidelity 10.53%
4American Century 8.55%
5Victory Capital 7.16%
6Invesco 4.68%
7Charles Schwab 4.62%
8Allspring 3.49%
9First Trust 3.13%
10DEPRINCE RACE & ZOLLO INC 2.90%

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 2025-2026 proxy season
Holder % outstanding Disclosure
BlackRock, Inc. 14.81% DEF14A
The Vanguard Group 10.71% DEF14A
Dimensional Fund Advisors LP 6.36% DEF14A
FMR LLC 6.28% 13G
DePrince, Race & Zollo, Inc. 5.10% 13G
Vanguard Capital Management 5.09% 13G
American Century Investment Management, Inc. 5.08% 13G
State Street 4.27% 13F
Wellington Management 3.26% 13F
Invesco 2.50% 13F

Percentages above are of 59,950,115 shares outstanding, as reported by Werner Enterprises, Inc. on its Form 10-Q dated 2026-05-01 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 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 2026-05-01. 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 2026-05-12, in the 2025-2026 proxy season, 297 asset managers reported how they voted in their SEC Form N-PX filings, covering 2,095 separate fund positions. Their filings are grouped here into 7 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 98% 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 2026-05-13.

Werner Enterprises, Inc. proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).