Werner Enterprises, Inc. filed a Form 8-K on August 10, 2026, disclosing that its Board of Directors appointed Paul Hoelting to fill a Class I directorship vacancy, effective August 7, 2026.

Key Highlights

  • New director appointed: Paul Hoelting was appointed to the Werner Enterprises Board of Directors on August 7, 2026, to fill a Class I directorship vacancy.
  • Cash retainer: Hoelting will receive an annual cash retainer of $75,000 for Board membership, paid in quarterly installments.
  • Equity grant: Hoelting is eligible for a restricted stock award valued at $100,000, with time-based vesting over three years, prorated in the year of appointment.
  • Committee retainers: Additional cash retainers for committee chair roles are also included in the compensation package.
  • No related-party transactions: According to the filing, Hoelting has not had an interest in any transaction since the beginning of the company's last fiscal year requiring disclosure under Item 404(a) of Regulation S-K.

Werner Enterprises Board Adds Class I Director Paul Hoelting

Werner Enterprises, Inc. (NASDAQ: WERN), a Nebraska-based transportation company headquartered at 14507 Frontier Road, Omaha, Nebraska, disclosed on August 10, 2026, that its Board of Directors acted on August 7, 2026, to appoint Paul Hoelting as a director. According to the filing, the appointment was made upon the recommendation of the Board's Nominating and Corporate Governance Committee and in accordance with the company's By-Laws, filling an existing Class I directorship vacancy.

The filing states that Hoelting will receive the same compensation package as other independent Board members. That package includes an annual cash retainer of $75,000 for Board membership, a restricted stock award valued at $100,000 with time-based vesting over three years, and cash retainers for any committee chair roles. Cash compensation is paid in quarterly installments, and the restricted stock award is prorated in the year of appointment, according to the filing.

The company disclosed that "there are no arrangements or understandings between Mr. Hoelting and any other persons pursuant to which Mr. Hoelting was selected as a director." The filing also states that he has not had a reportable interest in any transaction since the beginning of the company's last fiscal year, nor in any currently proposed transaction, that would require disclosure under Item 404(a) of Regulation S-K. A press release titled "Werner Appoints Paul Hoelting to Board of Directors," issued August 10, 2026, was furnished as Exhibit 99.1 to the filing.

What Was Disclosed

Werner Enterprises reported the appointment of Paul Hoelting to its Board of Directors to fill a Class I vacancy, effective August 7, 2026, along with the terms of his director compensation package including a $75,000 annual cash retainer and a $100,000 restricted stock award.