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
February 7, 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 February 7, 2011, the Company's Compensation Committee, together with (in
the case of the compensation of the Company's Chief Executive Officer), the
other independent members of the Board of Directors, approved the following
compensation:
2011 Long-Term Incentive Compensation Awards
2011 long-term incentive compensation awards include stock option awards and
restricted stock unit awards.
A. Stock Option Awards. Each stock option award described in the table
below is made pursuant to, and is governed by the terms of, the Company's
2006 Equity and Incentive Plan, as amended, and a stock option agreement in
the form attached hereto as Exhibit 99.1. These documents provide that the
options have a term of ten years, will vest in equal annual installments over
three years, commencing January 1, 2012, or earlier in certain circumstances
(including in the event of death or disability). Upon retirement at age 65
or pursuant to the "Rule of 85" (that is, age plus years of service equal to
or greater than 85), the options vest and are exercisable for a period of one
year thereafter. The foregoing description of the stock option awards is
qualified in its entirety by reference to the form of stock option agreement
attached hereto as Exhibit 99.1.
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| Officer | Non- |Incentive | Total | Exercise |
| and |Qualified | Stock |Option | Price |
| Title | Option | Option |Shares | |
| | Shares | Shares | | |
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| Douglas W. Stotlar | 97,303 | 3,135 |100,438| $31.89 |
| President and | | | | |
| Chief Executive Officer | | | | |
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| Stephen L. Bruffett | 37,813 | 3,135 |40,948 | $31.89 |
| Executive Vice President | | | | |
| and Chief Financial Officer | | | | |
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| Robert L. Bianco | 39,366 | 3,135 |42,501 | $31.89 |
| Executive Vice President | | | | |
| | | | | |
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| Herbert J. Schmidt | 30,692 | 3,135 |33,827 | $31.89 |
| Executive Vice President | | | | |
| | | | | |
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B. Restricted Stock Unit Awards. Each restricted stock unit award described
in the table below is made pursuant to, and is governed by the terms of, the
Company's 2006 Equity and Incentive Plan, as amended, and a restricted stock
unit award agreement, in the form attached hereto as Exhibit 99.2. These
documents provide that the restricted stock units will vest on February 7,
2014 (the third anniversary of the grant date), or earlier in certain
circumstances (including in the event of death or disability). In addition, a
pro rata portion (based on the number of months elapsed divided by 36) will
vest upon retirement at age 65 or pursuant to the Rule of 85. Recipients do
not receive dividend equivalents in the event that a cash dividend is
declared on the Company's common stock, but do receive dividend equivalents
if stock dividends are declared. The foregoing description of the restricted
stock awards is qualified in its entirety by reference to the form of
restricted stock unit award agreement attached hereto as Exhibit 99.2.
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| Officer | Title | Number of Restricted |
| | | Stock Units |
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|Douglas W. Stotlar | President and | 26,154 |
| | Chief Executive Officer | |
| | | |
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|Stephen L. Bruffett | Executive Vice President | 10,663 |
| | and Chief Financial Officer | |
| | | |
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|Robert L. Bianco | Executive Vice President | 11,067 |
| | | |
| | | |
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|Herbert J. Schmidt | Executive Vice President | 8,808 |
| | | |
| | | |
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No. Description
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EX 99.1 Form of Stock Option Agreement
EX 99.2 Form of Restricted Stock Unit Grant Agreement
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)
February 9, 2011 /s/ Jennifer W. Pileggi
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Jennifer W. Pileggi
Executive Vice President
General Counsel & Secretary