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
January 24, 2011
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Date of Report (Date of earliest event reported)
Con-way Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-5046 94-1444798
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
2211 Old Earhart Road, Ann Arbor Michigan 48105
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(Address of principal executive offices)
(zip code)
Registrant's telephone number, including area code:
(734) 994-6600
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(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; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS
On January 24, 2011, the Company's Compensation Committee (with the
concurrence of the other independent members of the Board of Directors, in
the case of the compensation of the Company's Chief Executive Officer),
approved the following compensation:
2011 Annual Cash Incentive Awards. The annual cash incentive awards are
based upon performance metrics approved by the Compensation Committee. For
each award the Compensation Committee has set a minimum achievement level
below which no payouts are received, a target achievement level at which each
executive will earn a target payout (equal to a specified percentage of the
executive's base salary earned during the year), and a maximum achievement
level at or above which each executive will earn a payout equal to twice his
target amount. The specified percentages of base salary payable at a target
achievement level are set forth in the table below.
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| Officer | Title | Percentage |
| | | of Actual |
| | | Base Salary |
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|Douglas W. Stotlar |President and Chief Executive Officer | 100% |
| | | |
| | | |
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|Stephen L. Bruffett |Executive Vice President and Chief | 70% |
| |Financial Officer | |
| | | |
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|Robert L. Bianco |Executive Vice President | 70% |
| | | |
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|Herbert J. Schmidt |Executive Vice President | 70% |
| | | |
| | | |
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The performance metrics applicable to the 2011 cash incentive awards made to
Messrs. Bianco and Schmidt are shown in the table below:
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| Officer | Title | Performance Metric |
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|Robert L. Bianco |Executive Vice President |Adjusted Operating Income of |
| | |Menlo Worldwide Logistics |
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|Herbert J. Schmidt|Executive Vice President |Operating Ratio of |
| | |Con-way Truckload |
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As used in the table above:
"Operating Income" means Operating Income (Loss) determined on a US GAAP
basis, as adjusted for any and all asset impairments pursuant to FASB
Codification topic 350 and 360; any and all restructuring charges
pursuant to topic 420; any and all accounting changes pursuant to topic
250, and in the case of Con-way Truckload, the net of any gain/loss
realized as a result of asset sales; provided, however, if, for any
segment, Operating Income is less than the minimum achievement level
after deducting all accruals for variable pay but would equal or exceed
the minimum achievement level if accruals for variable pay were not
deducted, then that segment shall be deemed to have achieved the minimum
achievement level and the award payouts to segment executives determined
accordingly, subject to reduction as provided in the following sentence.
Each such segment executive's award payout shall be reduced by a
prorated portion of the dollar shortfall between the minimum achievement
level and the segment's actual Operating Income.
"Operating Ratio" means Operating Expense (Revenue less Operating
Income) divided by Revenue, and "Revenue" means Revenues determined on a
US GAAP basis before inter-segment eliminations
The awards made to Messrs. Stotlar and Bruffett (i) are based on the
percentage achievement levels of Con-way Freight, Menlo Worldwide Logistics
and Con-way Truckload with respect to their performance metrics and (ii) are
weighted as shown in the table below:
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|Business Unit |Weighting|
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|Con-way Freight | 73% |
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|Con-way Truckload| 14% |
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|Menlo Logistics | 13% |
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|Total | 100% |
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ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BY-LAWS; CHANGE IN
FISCAL YEAR.
On January 25, 2011, the Board of Directors approved an amendment to the
Company's By-laws, adding the following sentence at the end of Article II,
Section 5:
"Notwithstanding any provision in these Bylaws to the contrary, a nominee
for director shall be elected to the Board of Directors if the votes cast
for such nominee's election exceed the votes cast against such nominee's
election; provided, however, that directors shall be elected by a plurality
of the votes cast at any meeting of stockholders for which the Secretary of
the Corporation determines that the number of nominees exceeds the number
of directors to be elected as of the date seven days prior to the scheduled
mailing date of the proxy statement for such meeting."
A copy of the By-laws as amended is attached as Exhibit 99.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No. Description
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EX 99 By-Laws as amended January 25, 2011
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.
Con-way Inc.
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(Registrant)
January 27, 2011 /s/ Jennifer W. Pileggi
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Jennifer W. Pileggi
Executive Vice President
General Counsel & Secretary