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
November 17, 2005
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Date of Report (Date of earliest event reported)
CNF 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))
1.01 Entry into a Material Definitive Agreement
Bryan M. Millican, Senior Vice President - Sales and Marketing, retired from
the Company effective October 28, 2005. In connection with his retirement,
Mr. Millican entered into a Separation Agreement and General Release, a copy
of which is attached hereto as Exhibit 99.1 (the "Agreement"). The following
description of the Agreement is qualified in its entirety by reference to
such exhibit.
The Agreement provides that for a period of six months following his
retirement, Mr. Millican will assist the Company in the transition of his
responsibilities. The Agreement also confirms that Mr. Millican is entitled
to and will retain any stock options that were granted to him prior to the
effective date of the Agreement and that were vested as of, or will vest
following, the date of his retirement from employment, in accordance with
their terms, as well as certain other rights and benefits under certain of
the Company's plans.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No. Description
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99.1 Separation Agreement and General Release between
the Company and Bryan M. Millican.
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.
CNF Inc.
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(Registrant)
November 17, 2005 /s/ Jennifer W. Pileggi
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Jennifer W. Pileggi
Senior Vice President,
General Counsel & Secretary