0000023675-11-000034.txt : 20110427
0000023675-11-000034.hdr.sgml : 20110427
20110427165227
ACCESSION NUMBER: 0000023675-11-000034
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20110427
ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
ITEM INFORMATION: Financial Statements and Exhibits
FILED AS OF DATE: 20110427
DATE AS OF CHANGE: 20110427
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: Con-way Inc.
CENTRAL INDEX KEY: 0000023675
STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213]
IRS NUMBER: 941444798
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-05046
FILM NUMBER: 11784247
BUSINESS ADDRESS:
STREET 1: 2855 CAMPUS DRIVE
CITY: SAN MATEO
STATE: CA
ZIP: 94403
BUSINESS PHONE: 6504942900
MAIL ADDRESS:
STREET 1: 1717 NW 21ST AVE
CITY: PORTLAND
STATE: OR
ZIP: 97209
FORMER COMPANY:
FORMER CONFORMED NAME: CNF INC
DATE OF NAME CHANGE: 20010510
FORMER COMPANY:
FORMER CONFORMED NAME: CNF TRANSPORTATION INC
DATE OF NAME CHANGE: 19970509
FORMER COMPANY:
FORMER CONFORMED NAME: CONSOLIDATED FREIGHTWAYS INC
DATE OF NAME CHANGE: 19920703
8-K
1
frm8k.txt
FORM 8-K APRIL 27, 2011
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
April 27, 2011
------------------------------------------------
Date of Report (Date of earliest event reported)
Con-way Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-5046 94-1444798
---------- ------ ----------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
2211 Old Earhart Road, Ann Arbor, MI 48105
-----------------------------------------------------------
(Address of principal executive offices)
(zip code)
Registrant's telephone number, including area code:
(734) 994-6600
-----------------------------------------------------------------------
(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; COMPENSATION ARRANGEMENTS OF CERTAIN
OFFICERS.
On April 27, 2011, Con-way Inc. issued a press release announcing that
Stephen K. Krull has joined Con-way as Executive Vice President, General
Counsel and Secretary. He replaces Jennifer W. Pileggi, who has agreed to
remain with Con-way in the role of Executive Vice President through May 31,
2011.
Mr. Krull, age 46, joins Con-way from Owens Corning, where he served as
Senior Vice President, General Counsel and Secretary since 2003. Over a 15-
year career with Owens-Corning, he advanced through a series of increasingly
responsible positions, including division counsel; general counsel, North
American Building materials; vice president and general counsel of
operations; and vice president, corporate communications. A graduate of
Eastern Illinois University, Mr. Krull received his law degree from Chicago-
Kent College of Law.
Mr. Krull's compensation includes the following:
* A one-time cash signing bonus of $150,000.
* A one-time signing grant of (i) 24,700 shares of restricted stock units
that will vest in full upon the third anniversary of the grant date, and (ii)
63,011 stock options with an exercise price of $37.45 that will vest in three
equal annual installments commencing April 25, 2012.
* An annualized base salary of $400,036.
* Eligibility to participate in Con-way's short-term incentive compensation
program for executives, with a target annual incentive compensation
opportunity equal to 70% of annual base salary (subject to a maximum equal to
140% of annual base salary). For 2011, Mr. Krull's award payout will be based
on the salary he earns during the approximately eight months of the year that
he is employed by Con-way, and will be subject to a minimum payout of
approximately $186,683 (70% of his estimated eight-month salary of $266,690).
* Eligibility to participate in Con-way's long term incentive compensation
program for executives, starting in 2012, with a target long-term opportunity
to be set by the Compensation Committee within a range of equal to 175% to
225% of annual base salary.
* Eligibility to participate in any perquisites program maintained for senior
executives.
* Use of a Company car.
* An executive change-in-control severance agreement providing for a
severance payment equal to two times annual base salary and annual target
bonus, plus other benefits, in the event of a change in control.
* Effective 90 days after joining Con-way, an executive non-change-in-control
severance agreement providing for a severance payment equal to one and one-
half times annual base salary and annual target bonus, plus other benefits,
in the event of an involuntary termination of employment.
* Group medical, dental, vision, life and disability benefits.
* 4 weeks of Paid Time Off.
Upon her departure from Con-way, Ms. Pileggi will receive benefits under her
existing non-change in control severance agreement and will also receive
early vesting of approximately 9,700 additional shares of restricted stock.
A copy of the press release is filed with this report as Exhibit 99 and is
incorporated herein by reference. The foregoing description of the press
release is qualified in its entirety by reference to such exhibit.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No. Description
----------- -----------
EX 99 Press Release dated April 27, 2011
Con-way Inc.
------------
(Registrant)
April 27, 2011 /s/ Jennifer W. Pileggi
--------------------------
Executive Vice President
EX-99
2
ex99.txt
NEWS RELEASE APRIL 27, 2011
EXHIBIT 99
NEWS RELEASE
Contacts
Investor: Patrick Fossenier 650-378-5353
News Media: Gary Frantz 650-378-5335
CON-WAY INC. NAMES STEPHEN K. KRULL EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL
AND SECRETARY
ANN ARBOR, Mich. -- April 27, 2011- Con-way Inc. (NYSE: CNW) announced today
that Stephen K. Krull has been named executive vice president, general
counsel and secretary.
Mr. Krull, 46, joins Con-way from Toledo, Ohio-based Owens Corning
(NYSE: OC), where he most recently served as senior vice president, general
counsel and secretary for this $5 billion global producer of residential and
commercial building materials, glass-fiber reinforcements and engineered
materials.
"We're pleased to welcome Steve to the Con-way team," said Douglas W.
Stotlar, Con-way president and CEO. "He brings valuable background and
business experience to the organization and we look forward to his
contributions." He will be based at Con-way's corporate headquarters in Ann
Arbor.
As Con-way's chief attorney, Mr. Krull assumes responsibility for
management of the company's legal staff, external legal resources, securities
law compliance, corporate governance, ethics and compliance matters,
financial transactions and general corporate legal matters. He also serves as
the company's Chief Privacy Officer and is a member of the executive
management team.
Mr. Krull served as a senior vice president and Owens Corning's chief
legal counsel since 2003. Over a 15-year career with Owens Corning he
advanced through a series of increasingly responsible positions including
division counsel, general counsel, North American Building Materials; vice
president and general counsel of operations; and vice president, corporate
communications.
Prior to Owens Corning, Mr. Krull was corporate counsel for A. B. Dick
Company, Chicago, and an associate attorney with Sidley & Austin, a Chicago
law firm where he specialized in commercial transactions.
Mr. Krull received his law degree from Chicago-Kent College of Law where
he graduated with high honors and was an editor of the Kent Law Review. He
earned his bachelor's degree in Business Administration from Eastern Illinois
University. Among his philanthropic activities, Mr. Krull previously served
as overall campaign chairman for the United Way of Greater Toledo in 2008,
the board of Habitat for Humanity of Ohio and currently serves on the board
of St. John's Jesuit High School and Academy in Toledo, Ohio.
Mr. Krull succeeds Jennifer W. Pileggi as Con-way's executive vice
president and chief legal counsel. With the recent relocation of corporate
functions to Ann Arbor, and the subsequent closing of Con-way's former San
Mateo, Calif. headquarters, Ms. Pileggi elected to conclude her career with
the company and remain on the West Coast. She continues for an interim
period in an advisory capacity to ensure effective transition of general
counsel duties to Mr. Krull.
"I want to thank Jennifer for her professionalism, strong leadership of
our legal operations and her notable contributions to Con-way's growth and
development over a well-regarded 15-year career with our organization," said
Stotlar. "On behalf of the Board and her colleagues, we wish her the best in
her future endeavors."
About Con-way -- Con-way Inc. (NYSE:CNW) is a $5.0 billion freight
transportation and logistics services company headquartered in Ann Arbor,
Mich. A diversified transportation company, Con-way delivers industry-leading
services through three primary operating companies: Con-way Freight, Con-way
Truckload and Menlo Worldwide Logistics. These operating units provide high-
performance, day-definite less-than-truckload and full truckload freight
transportation, as well as logistics, warehousing, multimodal and supply
chain management services, and trailer manufacturing. Con-way Inc. and its
subsidiaries operate from more than 500 locations across North America and in
20 countries. For more information about Con-way, visit us on the Web at
www.con-way.com.
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