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
May 23, 2008
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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 May 23, 2008, the Compensation Committee of the Board of Directors
approved a relocation package for Douglas W. Stotlar, the Company's Chief
Executive Officer. The package will provide assistance to Mr. Stotlar in
connection with his relocation from California to Ann Arbor, Michigan, the
headquarters of the Company's Con-way Freight business unit. The Board of
Directors approved the relocation to Michigan so that Mr. Stotlar will be
centrally located geographically and better positioned (i) to provide
strategic support and counsel, onsite interaction and management guidance to
Con-way Freight and to the Company's Con-way Truckload business unit located
in Joplin, Missouri, and (ii) to participate in or oversee the Company's
financial, investor relations and government affairs activities which are
concentrated on the East Coast.
The relocation package includes the following:
* Assistance with the sale of Mr. Stotlar's current home in California
through the sale of his home to a third-party home re-seller retained by
the Company at a price determined based on independent appraisals. Upon
the sale of the home to the third-party re-seller, the Company will
assume responsibility for any loss upon the ultimate re-sale of the
home, as well as closing costs.
* Assistance with the purchase of Mr. Stotlar's new home in Michigan
through the Company's payment of closing costs.
* Payment by the Company of the cost of moving Mr. Stotlar's household
goods from California to Michigan.
* A lump sum payment from the Company to Mr. Stotlar to cover house
hunting trips, travel expenses and other miscellaneous moving costs.
* An additional lump sum payment to Mr. Stotlar in the amount of $250,000,
net of applicable taxes, in recognition of the fact that Mr. Stotlar is
relocating for the second time in three years to better serve the
Company, and the Committee acknowledges the burden the move will be
placing on Mr. Stotlar and his family.
Each of the benefits described above, other than the $250,000 lump sum
payment, is part of the standard relocation package offered to the Company's
most senior executives.
The Compensation Committee also discontinued the mortgage subsidy that was
previously established for Mr. Stotlar upon his relocation to California in
2005.
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)
May 29, 2008 /s/ Jennifer W. Pileggi
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Jennifer w. Pileggi
Senior Vice President, General Counsel
and Corporate Secretary
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