UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549

                             ----------------

                                 FORM 8-K
                              CURRENT REPORT
                    Pursuant to Section 13 or 15(d) of
                    the Securities Exchange Act of 1934

             Date of Report (Date of earliest event reported):
                                May 8, 2012

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                         WERNER ENTERPRISES, INC.
          (Exact name of registrant as specified in its charter)


     NEBRASKA                       0-14690                      47-0648386
(State or other jurisdiction of  (Commission File             (IRS Employer
incorporation)                        Number)           Identification No.)


14507 FRONTIER ROAD
POST OFFICE BOX 45308
OMAHA, NEBRASKA                                                       68145
(Address of principal                                            (Zip Code)
executive offices)

    Registrant's telephone number, including area code:  (402) 895-6640


Check  the  appropriate  box below if the Form 8-K filing  is  intended  to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities  Act
(17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b)  under  the
Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c)  under  the
Exchange Act (17 CFR 240.13e-4(c))


ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. (a) Annual Meeting Date. ------------------- The Annual Meeting of Stockholders of the Company was held on May 8, 2012 (the "Annual Meeting"). (b) Election of Directors and Other Matters Voted Upon. -------------------------------------------------- At the Annual Meeting, the two proposals stated below were submitted to a vote of the Company's stockholders of record as of March 19, 2012. (Each proposal is described in detail in the Company's definitive proxy statement filed with the SEC on April 3, 2012.) The final voting results for each proposal are provided below. Proposal 1. The Company's stockholders elected three Class III directors ---------- to each serve on the Company's Board for a three-year term expiring at the 2015 Annual Meeting of Stockholders and one Class I director to serve on the Company's Board for a one-year term expiring at the 2013 Annual Meeting of Stockholders and until their respective successors are elected and qualified. Final voting results for the elected directors were as follows: Broker For Against Abstained Non-Votes ----------- ----------- ----------- ----------- Clarence L. Werner 66,478,632 0 1,635,240 1,798,395 Patrick J. Jung 67,273,632 0 840,240 1,798,395 Duane K. Sather 66,978,898 0 1,134,974 1,798,395 Dwaine J. Peetz, Jr., M.D. 66,719,568 0 1,394,304 1,798,395 Proposal 2. 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, 2012. Final voting results were as follows: Broker For Against Abstained Non-Votes ---------- ----------- ----------- ----------- 69,689,598 213,770 8,899 0
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. WERNER ENTERPRISES, INC. Date: May 8, 2012 By: /s/ John J. Steele ------------------ ------------------------------ John J. Steele Executive Vice President, Treasurer and Chief Financial Officer Date: May 8, 2012 By: /s/ James L. Johnson ------------------ ------------------------------ James L. Johnson Executive Vice President, Chief Accounting Officer and Corporate Secretary