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
September 16, 2010
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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) Number)
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 September 16, 2010 the Board of Directors appointed Edith R. Perez as a
new director, effective immediately. Ms. Perez was also appointed to the
Audit Committee of the Board of Directors. Upon her appointment, Ms. Perez
received a restricted stock award having a value at the time of grant of
approximately $50,000, which constitutes a prorated portion of the annual
$85,000 restricted stock award received by all Directors. She will also be
entitled to receive an annual Board retainer (currently $63,000), an annual
committee retainer (currently $5,000) for serving on the Audit Committee, and
an annual restricted stock grant (currently $85,000 in value on the date of
grant) upon election or re-election to the Board at the annual shareholders'
meeting.
In addition, on September 19, 2010 the Compensation Committee of the Board of
Directors reinstated the annual base salary of Herbert J. Schmidt to
approximately $401,000, effective October 4, 2010. As reported in the
Company's Report on Form 8-K filed on June 23, 2010, Mr. Schmidt's annual
base salary was reduced to approximately $301,000 in June 2010 when the
Company agreed to Mr. Schmidt's proposal to reduce his work schedule by 25%
so that he could devote more discretionary time to personal and family
interests. Mr. Schmidt, an Executive Vice President of the Company and
President of the Company's Con-way Truckload subsidiary, will be resuming his
prior level of duties on October 4, 2010.
ITEM 7.01 REGULATION FD DISCLOSURE
The Company currently expects to contribute $93.8 million to its defined
benefit pension plans in 2010, up from the estimated $25 million contribution
reported in the Company's second quarter 2010 10-Q. The tax-deductible
pension contributions are expected to result in a net after-tax cash outflow
of approximately $57 million and will result in the plans achieving 90%
funded status under the Pension Protection Act as of January 1, 2010.
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)
September 21, 2010 /s/ Jennifer W. Pileggi
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Jennifer W. Pileggi
Executive Vice President, General Counsel
and Secretary