Werner Enterprises, Inc. announced on February 27, 2024, Vikram Mansharamani, Ph.D. submitted to Derek Leathers, CEO and Chairman, and the independent members of the Board of Directors of Werner Enterprises, Inc. (the ?Company?) his letter of resignation from the Company?s Board of Directors, effective on such date. Dr. Mansharamani was elected as a Board member at the Company?s 2021 Annual Meeting of Stockholders for a three-year term, which term was scheduled to expire on May 14, 2024, the date of the Company?s upcoming Annual Meeting of Stockholders (?2024 Annual Meeting?). Prior to his resignation, Dr. Mansharamani served as a member of the Company?s Audit Committee, the Environmental Social and Governance (ESG) Committee (until May 2023), and the Nominating and Corporate Governance Committee (the ?Nominating Committee?).

On February 19, 2024, in a Company scheduled Nominating Committee meeting, Dr. Mansharamani expressed an interest in being considered for a second term on the Company?s Board of Directors. On February 21, 2024, the Board?s Lead Independent Director and the Company?s Chairman and CEO informed Dr. Mansharamani that he did not have the support of the Nominating Committee and that the Nominating Committee would not be recommending him to the Board of Directors for reelection as a director at the Company?s 2024 Annual Meeting. On February 27, 2024, Dr. Mansharamani delivered a resignation letter.

He stated the reasons for his resignation were ongoing material disagreements with the Board of Directors.