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
December 7, 2007
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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 or Number)
organization)
2855 Campus Drive, Suite 300, San Mateo, California 94403
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(Address of principal executive offices)
(zip code)
Registrant's telephone number, including area code:
(650) 378-5200
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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 December 4, 2006, the Company's Compensation Committee approved the Con-
way Inc. Executive Incentive Compensation Plan, and the Company's Board
of Directors approved Amendment No. 2 to the Con-way Inc. 2006 Equity
and Incentive Plan and Amendment No. 5 to the Con-way 2005 Deferred
Compensation Plan for Executives. Copies of these documents are
attached as Exhibits 99.1, 99.2 and 99.3. The following descriptions of
these documents are qualified in their entirety by reference to
Exhibits 99.1, 99.2 and 99.3.
The Con-way Inc. Executive Incentive Compensation Plan sets forth the terms
and conditions applicable to the annual performance bonus awards
granted to all officers of the Company (a group of approximately 50),
including the Chief Executive Officer and Chief Financial Officer. The
Plan is effective as of January 1, 2007. In prior years, Company
officers generally participated in broad-based incentive compensation
plans with other employees, with each officer participating in a plan
sponsored by the Con-way company that employed the officer. The awards
granted under the Plan are substantially similar to the awards granted
under the prior plans, with the achievement of specified performance
goals required for Plan participants to earn award payouts at
threshold, target and maximum levels. The particular performance goals
applicable to an officer's award in any year generally are based in
whole or in part on the operating income (before taking into account
incentive compensation) of the Con-way company that employs that
officer. At target performance levels, an officer can earn an award
equal to a specified percentage of his or her base salary. The award
payout at maximum performance levels is capped at 200% of the target
award payout.
Amendment No. 2 to the Con-way Inc. 2006 Equity and Incentive Plan amends the
Plan so that "anti-dilution adjustments" to awards made under the Plan
are mandatory rather than within the discretion of the Compensation
Committee. The Plan provides for anti-dilution adjustments to be made
to Plan awards in the event of a stock dividend, stock split or similar
corporate transaction.
Amendment No. 5 to the Con-way 2005 Deferred Compensation Plan for Executives
amends the Plan to provide that the performance of one or more
investments selected by the participant from a designated group of
investments will determine the gains or losses attributable to
deferrals made after 2006. Prior to the amendment, all deferrals made
under Plan were credited with a fixed rate of return. Participants'
pre-2007 deferred account balances under the Plan will continue to be
credited with a fixed rate of return unless the participant makes an
election to have all or part of that account balance treated in the
same manner as post-2006 deferrals. For 2007, the designated group of
investments includes most of the same funds offered to participants in
the Company's qualified 401(k) plan.
ITEM 7.01 REGULATION FD DISCLOSURE
On December 4, 2006, upon recommendation of the Company's Director Affairs
Committee, the Company's Board of Directors approved a change in
directors' equity compensation, effective April 2007. Currently, each
director who is elected or re-elected for a new three-year term
receives a grant of restricted stock having a value on the grant date
equal to $195,000, or $65,000 for each year of the three-year term.
Beginning April 2007, the value of these grants will be increased to
$255,000, or $85,000 for each year of the three-year term. In
addition, in April 2007 each director whose term currently extends
beyond 2007 will receive a transition grant of restricted stock having
a value of $20,000 for each year then remaining in the director's term.
The Board of Directors also approved stock ownership guidelines for
directors, effective April 2007. Each director is expected to hold
stock ownership interests equal to three times the annual retainer,
which is currently $70,000. Directors will have until April 2012 to be
in compliance with the guidelines.
The Board of Directors also approved Amendment No. 1 to the Con-way 2005
Deferred Compensation Plan for Non-Employee Directors, a copy of which
is attached as Exhibit 99.4. The following description of the Amendment
is qualified in its entirety by reference to Exhibit 99.4.
Amendment No. 1 to the Con-way 2005 Deferred Compensation Plan for Non-
Employee Directors amends the Plan to provide for the same investment
options for new deferrals as described above for executives, and to
provide that participants' pre-2007 deferred account balances under the
Plan will continue to be credited with a fixed rate of return unless
the participant makes an election to have all or part of that account
balance treated in the same manner as post-2006 deferrals.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
Exhibit No. Description
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Exhibit 99.1 Con-way Executive Incentive Compensation Plan
Exhibit 99.2 Amendment No. 2 to 2006 Equity and Incentive Plan
Exhibit 99.3 Amendment No. 5 to Con-way 2005 Deferred Compensation
Plan for Executives
Exhibit 99.4 Amendment No. 1 to Con-way 2005 Deferred Compensation
Plan for Non-Employee Directors
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)
December 7, 2007 /s/ Jennifer W. Pileggi
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Jennifer W. Pileggi
Senior Vice President,
General Counsel & Secretary