[LETTERHEAD OF WERNER ENTERPRISES, INC.]
September 16, 2010
Ms. Julie F. Rizzo
Attorney-Advisor
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Via EDGAR
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RE: Werner Enterprises, Inc.
Form 10-K for Fiscal Year Ended December 31, 2009
Filed February 26, 2010
Definitive Proxy Statement on Schedule 14A
Filed March 31, 2010
File No. 000-14690
Dear Ms. Rizzo:
On September 13, 2010, we received your letter informing Werner
Enterprises, Inc. (the "Company") that you examined our Form 10-K
for the fiscal year ended December 31, 2009 filed February 26,
2010 and our Definitive Proxy Statement on Schedule 14A filed
March 31, 2010. We have reviewed the comments in such letter
regarding the aforementioned filings and have provided our
responses below. We have also included your original comments
directly above each of our responses for your convenience.
Definitive Proxy on Schedule 14A
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Compensation Discussion and Analysis, page 22
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Compensation Process and Determination, page 30
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1. SEC Comment:
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We note your disclosure in the Compensation of Chairman, Vice
Chairman and President and CEO paragraph on page 31 that
"[t]he President and CEO's compensation is reflective of our
overall performance and the achievement of the President and
CEO's goals and objectives for the Company." We also note
your disclosure in the second paragraph of the Compensation of
Other Named Executive Officers and Executive Officers section
starting on page 31 that "the Compensation Committee considers
the relevant factors and compensation elements,
September 16, 2010
Page 2
including...(iii) achievement of corporate goals and
objectives." Please confirm that in future filings you will
quantify all company-wide performance targets or please
advise. Alternatively, please provide us with your analysis
for concluding that the disclosure of such targets is not
required because it would result in competitive harm and such
disclosure may be omitted pursuant to Instruction 4 to Item
402(b) of Regulation S-K.
Company Response:
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In future filings, we will quantify any company-wide
performance targets considered by the Compensation Committee
in its determination of compensation for our Named Executive
Officers and executive officers.
Competitive Peer Group and Benchmarking, page 32
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2. SEC Comment:
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We note your disclosure that the Compensation Committee
compares your executive compensation elements to compensation
paid for similar executive positions among "a broader general
industry group comprised of companies with annual revenues
comparable to ours." In future filings please list the
companies to which you benchmark or please advise. Refer to
Item 402(b)(2)(xiv) of Regulation S-K.
Company Response:
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In future filings, we will list all companies to which we
benchmark our Named Executive Officer compensation.
In addition to our responses above, we hereby acknowledge that:
* the Company is responsible for the adequacy and accuracy of
the disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any
action with respect to the filing; and
* the Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under
the federal securities laws of the United States.
Please contact the undersigned by telephone at 402-894-3243 if
you have any questions regarding our responses contained herein.
Very truly yours,
/S/ James L. Johnson
James L. Johnson
Executive Vice President,
Chief Accounting Officer
and Corporate Secretary