EXHIBIT 99
IMPORTANT NOTICE CONCERNING LIMITATIONS ON YOUR
TRADING IN CON-WAY INC. SECURITIES
DURING SPECIAL BLACKOUT PERIOD
May 22, 2009
To: Directors and Executive Officers of Con-way Inc. ("Con-way")
Summary. This notice is to inform you of significant restrictions on your
ability to deal in Con-way common stock as well as derivative securities,
such as stock options, during an upcoming "special" blackout period. As
described more fully below, this blackout period for Con-way's directors and
executive officers is expected to begin at 4:00 p.m. Eastern Time on June 25,
2009, and expected to end no later than July 8, 2009 ("Blackout Period").
This Blackout Period is in addition to the customary blackout periods
preceding Con-way's earnings releases. This Blackout Period is imposed on
all directors and executive officers of Con-way by the Sarbanes-Oxley Act of
2002 and U.S. Securities and Exchange Commission Regulation BTR (Blackout
Trading Restriction). As more fully described below, during this Blackout
Period you will generally be prohibited from engaging in transactions
involving Con-way equity securities (including shares of Con-way common
stock, stock options and other derivative securities). We will notify you of
any changes that affect the dates of the Blackout Period.
1. The Blackout Period is being imposed in connection with the redemption
(the "Redemption") by Con-way of its Series B Cumulative Convertible
Preferred Stock ("Preferred Stock") which is held by the trustee of the
Con-way Retirement Savings Plan and the trustee of the Con-way 401(k)
Plan (the "Plans"). Pursuant to the Redemption, Con-way will redeem all
of the outstanding Preferred Stock on June 30, 2009, and will pay the
redemption price solely in shares of Con-way common stock. In connection
with the Redemption, the Blackout Period for the Plans will be imposed
during which participants and beneficiaries will be unable to direct the
investment of or diversify the assets held in their Preferred Stock
investment accounts and the shares of common stock held in their
settlement accounts attributable to the Redemption. The purpose of the
Blackout Period is to permit the plan administrator of each Plan to
allocate the Con-way common stock received as a result of the Redemption
to participant and beneficiary accounts in the Plan. Since the Blackout
Period is expected to last for more than three business days, there must
be a corresponding Blackout Period applicable to directors and executive
officers of Con-way. Accordingly, during the Blackout Period, Con-way
directors and executive officers will be generally prohibited from
engaging in transactions involving Con-way equity securities acquired in
connection with their service to Con-way.
2. The Blackout Period is expected to begin at 4:00 p.m. Eastern Time on
June 25, 2009, and expected to end no later than July 8, 2009. We will
notify you of any changes that affect the dates of the Blackout Period.
In addition, you can confirm the status of the Blackout Period by
contacting Jennifer W. Pileggi, Con-way's General Counsel, at (650) 378-
5200 or at the Con-way executive offices at 2855 Campus Drive, Suite
300, San Mateo, California 94403.
3. Generally, during the Blackout Period, you will be prohibited from
directly or indirectly, purchasing, selling or otherwise acquiring or
transferring any equity securities of Con-way that you acquire or
previously acquired in connection with your service or employment as a
director or executive officer. "Equity securities" are defined broadly
to include stock options and other derivative securities. Covered
transactions are not limited to those involving your direct ownership,
but also include any transaction in which you have a direct or indirect
pecuniary interest. For example, you may be deemed to have an interest
in transactions in equity securities of Con-way by your family members
if those securities were originally acquired in connection with your
service or employment as a Con-way director or executive officer.
4. The prohibition covers securities "acquired in connection with service
or employment as a director or executive officer." This includes, among
other things, securities acquired by you under a compensatory plan or
contract (such as under a stock option or a restricted stock grant), as
an inducement to your employment or joining the Board of Directors, in
transactions between you and Con-way, and as shares necessary for you to
qualify as a director or to satisfy minimum ownership requirements or
guidelines. This also includes securities acquired prior to becoming or
while a Con-way director or executive officer as a result of a business
combination involving an entity in which you had acquired equity
securities in connection with service or employment as a director or
executive officer of that entity. Securities acquired outside of your
service or employment as a director or executive officer (such as shares
acquired when you were an employee but not yet an executive officer) are
not covered. However, all securities held by you are presumed to have
been acquired in connection with service or employment as a director or
executive officer, unless you establish that specific securities were
acquired from another source and this identification is consistent with
your treatment of those securities for tax purposes and all other
disclosure and reporting requirements.
5. If you engage in a transaction that violates these rules, you can be
required to disgorge your profits from the transaction, and you are
subject to civil and criminal penalties.
The rules summarized above are complex, and the criminal and civil penalties
that could be imposed upon directors and executive officers who violate them
could be severe. We therefore request that you contact Jennifer W. Pileggi,
Con-way's General Counsel, at (650) 378-5200 before engaging in any
transaction involving Con-way securities during the Blackout Period, or if
you believe that any such transaction in which you have a pecuniary interest
may occur during the Blackout Period.