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
August 14, 2008
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Date of Report (Date of earliest event reported)
Con-way Inc.
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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; COMPENSATION ARRANGEMENTS OF
CERTAIN OFFICERS.
On August 14, 2008, Con-way Inc. issued a press release announcing that
Stephen B will be joining Con-way as Senior Vice President and
Chief Financial Officer, effective August 31, 2008. He will be replacing
Kevin S, who will become Con-way's Vice President, Operational
Accounting.
Mr. B, age 44, joins Con-way from YRC Worldwide, Inc., where he served
as chief financial officer since 2007. A graduate of the University of
Arkansas, Mr. B earned his bachelor's degree in finance and banking in
1986. After working as a stock broker in Dallas, he returned to school,
earning his MBA from the University of Texas in 1990. He started his
trucking industry career in 1992 as director of Finance for American
Freightways. Six years later Mr. B was recruited into the YRC
organization as director of financial planning and analysis for the then-
Yellow Freight unit. Over the next 10 years he subsequently advanced through
a series of increasingly responsible positions at Yellow, its sister
companies and the parent company before being named YRC Worldwide's chief
financial officer last year.
Mr. B's compensation will include the following:
* A one-time cash signing bonus of $150,000.
* A one-time signing grant of (i) 7,000 shares of restricted stock that will
vest in full upon the third anniversary of the date of grant, and (ii) 10,000
stock options that will vest in equal annual installments and have a 10-year
term, in each case subject to Compensation Committee approval.
* An annualized base salary of $425,000.
* Eligibility to participate in Con-way's short-term incentive compensation
program for executives, with a target annual incentive compensation
opportunity equal to 75% of annual base salary (subject to a maximum equal to
150% of annual base salary). In 2008 the award will be prorated based on the
number of full calendar quarters during which Mr. Bruffett is employed by
Con-way.
* Eligibility to participate in Con-way's long term incentive compensation
program for executives, starting in 2009, with a target long-term opportunity
equal to 225% of annual base salary.
* Eligibility to participate in Con-way's perquisites program, which provides
for payment to executives in January and July of each year in the amount of
$4,000 each.
* Use of a Company car.
* An executive 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.
* Group medical, dental, vision, life and disability benefits.
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
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EX 99 Press release issued on August 14, 2008
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)
August 14, 2008 /s/ Jennifer W. P
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Jennifer W. P
Senior Vice President, General Counsel
and Corporate Secretary
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EXHIBIT 99
NEWS RELEASE
CON-WAY INC. ANNOUNCES SENIOR MANAGEMENT CHANGES
KEVIN C. S NAMED VICE PRESIDENT, OPERATIONAL ACCOUNTING; STEPHEN L.
B JOINS COMPANY AS SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
SAN MATEO, Calif.-August 14, 2008- Con-way Inc. (NYSE: CNW) announced today
the following changes for its corporate finance and accounting organization.
Kevin C. S has been named to the new position of Vice President,
Operational Accounting. In his new role, Mr. S becomes responsible for
directing corporate financial reporting, business unit accounting and
regulatory financial compliance activities. He had been the company's senior
vice president and chief financial officer.
"Kevin S's contributions over more than 25 years as an executive have
been instrumental to the success and financial integrity of the Con-way
organization," said Douglas W. S, Con-way's President and CEO. "His
insights and continued leadership in this new role will strengthen our
corporate governance and compliance practices, and our management of the
increasingly complex financial reporting responsibilities
we face in today's
regulatory environment."
Joining Con-way as its new senior vice president and chief financial officer
is Stephen L. B. A 16-year veteran of the freight transportation
industry, Mr. B comes from YRC Worldwide, a national trucking concern,
where he was chief financial officer since late 2007.
"Stephen B is a seasoned transportation executive whose business
career has spanned leadership roles in finance, treasury, tax, mergers and
acquisitions, field operations, sales and marketing and financial planning
and analysis," said Doug S. "He is highly respected in the financial
community and holds a well-earned reputation as a skilled manager with broad
knowledge and expertise in our industry."
A graduate of the University of Arkansas, Mr. B earned his bachelor's
degree in finance and banking in 1986. After working as a stock broker in
Dallas, he returned to school, earning his MBA from the University of Texas
in 1990. He started his trucking industry career in 1992 as director of
Finance for American Freightways in his hometown of Harrison, Arkansas. Six
years later Mr. B was recruited into the YRC organization as director
of financial planning and analysis for the then-Yellow Freight unit. Over the
next 10 years he subsequently advanced through a series of increasingly
responsible positions at Yellow, its sister companies and the parent company
before being named YRC Worldwide's CFO last year.
Mr. S joined Con-way in 1983 as controller and a member of the start-up
team for the former Con-way Central Express, one of Con-way's original
regional less-than-truckload carriers. He was named vice president and
controller of Con-way Transportation Services, Inc. (CTS), now known as Con-
way Freight, in 1989, and became Con-way Inc.'s chief financial officer in
2005. He has more than 30 years of financial experience and is a certified
public accountant. Prior to joining Con-way, Mr. S spent five years with
Wabash National Corporation, a trailer manufacturing concern, as its
assistant controller. He previously worked in financial planning and analysis
positions for Motorola Corporation. A native of Chicago, Ill., Mr. S
holds a bachelor's degree from Marquette University and an MBA from
Northwestern University.
Con-way Inc. (NYSE:CNW) is a $4.7 billion freight transportation and
logistics services company headquartered in San Mateo, Calif. A diversified
transportation company, Con-way delivers industry-leading services through
three primary operating companies: Con-way Freight, Con-way Truckload and
Menlo Worldwide Logistics. These operating units provide high-performance,
day-definite less-than-truckload and full truckload and multimodal freight
transportation, as well as logistics, warehousing and supply chain management
services, and trailer manufacturing. Con-way Inc. and its subsidiaries
operate from more than 500 locations across North America and in 20
countries. For more information about Con-way, visit us on the Web at
Con-way: Home.
Pay package for Stephen B (the guy from YRC they hired) 
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