Werner Director Jack Holmes Resigns From Board After Taking Executive Job At Another Transport Company

An 8-K says Holmes left the board and two committees to avoid conflicts, and that the exit was amicable.

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Werner Director Jack Holmes Resigns From Board After Taking Executive Job At Another Transport Company

Werner Enterprises director Jack A. Holmes resigned from the board on Monday, according to an 8-K filed with the SEC. He also left the board's Compensation and Governance Committees, effective the same day.

What the 8-K says

Holmes gave Werner notice on Monday that he was stepping down from the board and from the two committees, the filing says under Item 5.02, the section companies use to report director departures.

The reason, per the filing, is that he accepted an executive leadership position at another transportation company. The filing does not name that company. It says he is leaving to avoid any potential operational or governance conflicts.

Werner described the exit as amicable. The filing says it is not the result of any disagreement with the company, the board or management over its operations, policies or practices.

The company and the board thanked Holmes for his "leadership, insight, and dedicated service" to Werner and its shareholders during his time as a director. Christopher D. Wikoff, Werner's executive vice president, treasurer and chief financial officer, signed the filing, along with Alan G. Colson, vice president, controller and principal accounting officer.

What it changes

The board loses a member who sat on two of its committees. The filing does not name a replacement for Holmes or say how the seats will be filled.

The filing gives no financial figures and does not mention any change to Werner's operations or strategy. It treats the departure as a conflict-avoidance step tied to Holmes's new job.

On the stock, Werner shares closed at $34.15 on Monday, down 3.39% from the prior session, according to market data. That move came before the filing was accepted at 8:49 p.m. ET, so the close does not reflect the news.

The filing names neither Holmes's new employer nor his successor on Werner's board, and those are the two details it leaves open.

Sources