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
April 27, 2011
------------------------------------------------
Date of Report (Date of earliest event reported)
Con-way Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-5046 94-1444798
---------- ------ ----------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
2211 Old Earhart Road, Ann Arbor, MI 48105
-----------------------------------------------------------
(Address of principal executive offices)
(zip code)
Registrant's telephone number, including area code:
(734) 994-6600
-----------------------------------------------------------------------
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant
under any of the following provisions (see General Instruction A.2
below):
[ ] 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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATION ARRANGEMENTS OF CERTAIN
OFFICERS.
On April 27, 2011, Con-way Inc. issued a press release announcing that
Stephen K. Krull has joined Con-way as Executive Vice President, General
Counsel and Secretary. He replaces Jennifer W. Pileggi, who has agreed to
remain with Con-way in the role of Executive Vice President through May 31,
2011.
Mr. Krull, age 46, joins Con-way from Owens Corning, where he served as
Senior Vice President, General Counsel and Secretary since 2003. Over a 15-
year career with Owens-Corning, he advanced through a series of increasingly
responsible positions, including division counsel; general counsel, North
American Building materials; vice president and general counsel of
operations; and vice president, corporate communications. A graduate of
Eastern Illinois University, Mr. Krull received his law degree from Chicago-
Kent College of Law.
Mr. Krull's compensation includes the following:
* A one-time cash signing bonus of $150,000.
* A one-time signing grant of (i) 24,700 shares of restricted stock units
that will vest in full upon the third anniversary of the grant date, and (ii)
63,011 stock options with an exercise price of $37.45 that will vest in three
equal annual installments commencing April 25, 2012.
* An annualized base salary of $400,036.
* Eligibility to participate in Con-way's short-term incentive compensation
program for executives, with a target annual incentive compensation
opportunity equal to 70% of annual base salary (subject to a maximum equal to
140% of annual base salary). For 2011, Mr. Krull's award payout will be based
on the salary he earns during the approximately eight months of the year that
he is employed by Con-way, and will be subject to a minimum payout of
approximately $186,683 (70% of his estimated eight-month salary of $266,690).
* Eligibility to participate in Con-way's long term incentive compensation
program for executives, starting in 2012, with a target long-term opportunity
to be set by the Compensation Committee within a range of equal to 175% to
225% of annual base salary.
* Eligibility to participate in any perquisites program maintained for senior
executives.
* Use of a Company car.
* An executive change-in-control severance agreement providing for a
severance payment equal to two times annual base salary and annual target
bonus, plus other benefits, in the event of a change in control.
* Effective 90 days after joining Con-way, an executive non-change-in-control
severance agreement providing for a severance payment equal to one and one-
half times annual base salary and annual target bonus, plus other benefits,
in the event of an involuntary termination of employment.
* Group medical, dental, vision, life and disability benefits.
* 4 weeks of Paid Time Off.
Upon her departure from Con-way, Ms. Pileggi will receive benefits under her
existing non-change in control severance agreement and will also receive
early vesting of approximately 9,700 additional shares of restricted stock.
A copy of the press release is filed with this report as Exhibit 99 and is
incorporated herein by reference. The foregoing description of the press
release is qualified in its entirety by reference to such exhibit.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No. Description
----------- -----------
EX 99 Press Release dated April 27, 2011
Con-way Inc.
------------
(Registrant)
April 27, 2011 /s/ Jennifer W. Pileggi
--------------------------
Executive Vice President