December 21, 2007
VIA EDGAR
Daniel Morris
Attorney Advisor
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-3561
RE: Con-way Inc.
Definitive Proxy Statement on Schedule 14A
Filed on March 9, 2007
File No. 001-05046
Dear Mr. Morris:
Con-way Inc. (the "Company") is submitting this letter in response to the
written comments of the staff (the "Staff") of the Securities and Exchange
Commission (the "Commission") contained in your letter dated December 10, 2007
(the "Comment Letter"), with respect to the Definitive Proxy Statement on
Schedule 14A filed by the Company with the Commission on March 9, 2007
(File No. 001-05046) (the "Proxy Statement").
The headings and numbered items of this letter correspond to the headings
and numbered items contained in the Comment Letter. For the convenience of the
Staff, each of the comments from the Comment Letter is restated in bold
italics prior to the Company's response. Capitalized terms used but not
defined in this letter have the meanings given to those terms in the
Proxy Statement.
1. We note your response to prior comment 4. Please confirm that you will
identify the companies used to benchmark compensation for each named
executive officer and describe in each instance how the benchmarking
companies were selected (including the method by which your company's
"relative size" is measured for benchmarking purposes).
Response: In future filings we will identify the companies used to
benchmark compensation for each named executive officer and describe
in each instance how the benchmarking companies were selected
(including the method by which our company's relative size is measured
for benchmarking purposes).
2. While we note your supplemental response to prior comment 5, it does
not appear that you have undertaken to provide additional disclosure
in future filings. Please confirm that you will provide additional
detail and analysis regarding the specific compensation payable to
each named executive officer. In so doing, please identify not only
the factors that were used to determine the specific amounts payable
for each element of compensation, but also how the specific factors
affected the final determination.
Response: In future filings we will provide additional detail and
analysis regarding the specific compensation payable to each named
executive officer. In so doing, we will identify not only the factors
that were used to determine the specific amounts payable for each
element of compensation, but also how the specific factors affected
the final determination.
3. You have not disclosed all of the necessary targets to be achieved in
order for your executive officers to earn their incentive compensation.
While we note your response to prior comment 6, causal connection
between the disclosure of all performance targets and any competitive
harm is not clear. If you believe that certain of your performance
targets may be omitted due to the risk of competitive harm, please
provide additional detailed analysis in support of this conclusion.
We request that you address, with greater specificity, how the
disclosure of performance targets might be expected to affect the
particular business decisions of your competitors and, in so doing,
place you at a competitive disadvantage. Refer to Instruction 4 of
Item 402(b) of Regulation S-K. Please refer to prior comment 6 for
additional guidance, as appropriate.
Response: We will file a supplemental response to this comment under
separate cover no later than January 11, 2008. Consequently, our
response to this comment is omitted from this letter. We will likely
be requesting confidential treatment under Rule 83 for the
supplemental response.
4. We re-issue prior comment 7. Please confirm that you will provide
additional detail and analysis of how individual performance
contributes to actual compensation of the named executive officers
in future filings. Please disclose for each named executive officer
the elements of individual performance, both quantitative and
qualitative, and specific contributions considered by the compensation
committee in its evaluation. If applicable, please also disclose how
the elements and contributions were weighted and factored into
specific compensation decisions.
Response: In future filings we will provide additional detail and
analysis of how individual performance contributes to actual
compensation of the named executives. For each named executive we
will disclose the elements of individual performance, both
quantitative and qualitative, and specific contributions considered
by the Compensation Committee in its evaluation. If applicable, we
will also disclose how the elements and contributions were weighted
and factored into specific contribution decisions.
5. While we note your response to prior comment 8, please confirm that
your disclosure in future filings will include a more detailed
discussion of the material differences between the compensation
payable to the named executive officers.
Response: In future filings we will include a more detailed
discussion of the material differences, if any, between the
compensation payable to the named executive officers.
6. While we note your supplemental response to prior comment 10, it does
not appear that you have undertaken to provide additional disclosure
in response to the comment. We request that you expand your disclosure
to discuss the factors considered in determining whether awards for an
executive employed by a subsidiary will be based upon EBITDA/ROCE for
the company or the subsidiary. Please confirm that you will comply
with this comment in future filings.
Response: In future filings, we will discuss the factors considered
in determining whether awards for an executive employed by a subsidiary
will be based upon EBITDA/ROCE for the Company or a subsidiary.
7. We note your response to our prior comment 11, however, it appears that
the first sentence of our prior comment may have been unclear.
Accordingly, we re-issue the prior comment in part. Please confirm that
you will describe and explain the rationale for setting your payment
and benefit at their current levels. In so doing, disclose why you
believe that the current levels are appropriate.
Response: In future filings, we will describe and explain the
rationale for setting our severance payments and benefits at their
current levels and in doing so explain why we believe that the current
levels are appropriate.
* * *
If you have any questions or comments regarding the foregoing or need any
additional information, please contact the undersigned at (650) 378-5326.
Very truly yours,
/s/ Jennifer W. Pileggi
------------------------
Jennifer W. Pileggi
Senior Vice President, General Counsel
and Secretary