TABLE OF CONTENTS

2014 Proxy Statement Summary			1
Proxy Statement			5
Who May Vote			5
How Proxies Work			5
Revoking a Proxy			6
Board of Directors’ Recommendations			6
Quorum and Required Vote			6
Shares Held Through a Broker, Bank or Other Nominee			6
Information for Participants in the Company’s 401(k) Plans			6
Attendance at the Annual Meeting			7
Proposal Number 1: Election of Directors			8
Proposal Number 2: Advisory Vote on Executive Compensation			20
Proposal Number 3: Approval of Amendments to the Company’s Bylaws Regarding Special Shareholder Meetings			21
Proposal Number 4: Ratification of Appointment of Independent Registered Public Accounting Firm			23
Audit Committee Report			24
Stock Ownership by Directors and Executive Officers			25
Stock Ownership by Principal Shareholders			26
Information about the Board of Directors and Certain Board Committees; Corporate Governance			27
Director Independence Standards			27
Director Independence			27
Majority Voting; Director Resignation Policy			27
Board Meetings; Board Leadership Structure; Sessions of Non-Management Directors			28
Standing Committees			28
Board’s Role in the Oversight of Company Risk			32
Policies and Procedures Regarding Related Person Transactions; Transactions with Related Persons			33
Communications with Directors			33
Policy Regarding Director Attendance at Annual Meetings of Shareholders			33
Authority to Retain Advisors			33
Code of Business Ethics; Corporate Governance Guidelines			34

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Con-way Inc.

2211 OLD EARHART ROAD, SUITE 100
ANN ARBOR, MICHIGAN 48105
TELEPHONE: 734/757-1444

 

PROXY STATEMENT

March 31, 2014

We are furnishing this Proxy Statement in connection with the solicitation of proxies by the Board of Directors (“Board”) of Con-way Inc. (“Con-way,” “Company,” “we,” “us,” or “our,” as the context requires) for use in voting at the Annual Meeting of Shareholders (the “Annual Meeting”) and any adjournment or postponement of the Annual Meeting. The Annual Meeting will be held on Tuesday, May 13, 2014, at 9:00 a.m., Eastern Time, at 2211 Old Earhart Road, Ann Arbor, Michigan 48105. This Proxy Statement is first being sent to shareholders on or about March 31, 2014.

Who May Vote

If you are a shareholder of record at the close of business on March 18, 2014, you will be entitled to vote at the Annual Meeting. As of that date, there were [56,924,043] shares of common stock of the Company outstanding and entitled to vote. Each share of common stock has the right to one non-cumulative vote.

How Proxies Work

Only votes cast in person at the Annual Meeting or received by proxy before the Annual Meeting will be counted at the Annual Meeting. Giving us your proxy means you authorize us to vote your shares at the Annual Meeting in the manner you direct. If your shares are held in your name, you can vote by proxy in three convenient ways:

Telephone and Internet voting facilities for shareholders of record will be available 24 hours a day and will close at 11:59 p.m., Eastern Time, on May 12, 2014.

As permitted by SEC rules, the Company is making this Proxy Statement and its Annual Report on Form 10-K (“Annual Report”) available to its shareholders electronically via the Internet. On or about March 31, 2014, we will mail our shareholders a Notice of Internet Access and Availability of Materials (“Notice”), which contains instructions on how to vote, how to access this Proxy Statement and our Annual Report online, and how to request paper copies of the materials. If you receive a Notice by mail, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice instructs you on how to access and review all of the important information contained in the Proxy Statement and Annual Report. The Notice also instructs you on how you may submit your proxy over the Internet. If you receive a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained in the Notice.

If your proxy is properly submitted or returned, the shares represented by your proxy will be voted in accordance with your instructions. However, if you return a signed proxy card and no instructions are given, your shares will be voted in accordance with the recommendations of the Board, as discussed below.

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Revoking a Proxy

You may revoke your proxy or change your vote at any time prior to its use at the Annual Meeting. There are three ways you may do so: (1) give the Secretary of the Company a written direction to revoke your proxy, (2) submit a later dated proxy card, or a later dated vote by telephone or Internet, or (3) attend the Annual Meeting and vote in person.

Board of Directors’ Recommendations

The Board recommends a vote “FOR” the election of the eleven director nominees described below, “FOR” the approval, on an advisory basis, of the Company’s executive compensation, “FOR” approval of amendments to the Company’s Bylaws to allow shareholders who have held in the aggregate at least a 25% “net long position” in the Company’s capital stock for at least one year to call a special meeting of the shareholders, and “FOR” ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2014.

Quorum and Required Vote

The presence, in person or by proxy, of the holders of a majority of the outstanding shares of stock entitled to vote shall constitute a quorum for the transaction of business at the Annual Meeting. A nominee for director will be elected to the Board if the votes cast for the nominee’s election exceed the votes cast against the nominee’s election. Any incumbent director who fails to receive the required number of votes for re-election is subject to the Company’s Director Resignation Policy, which is described under “Majority Voting; Director Resignation Policy.”

Approval of each other matter on the agenda for the Annual Meeting requires the favorable vote of the holders of a majority of the voting power represented at the meeting and entitled to vote on such matter.

Abstentions from voting will have no effect on the election of directors. For all other matters, abstentions from voting will have the same effect as voting against the matter.

Shares Held Through a Broker, Bank or Other Nominee

If you hold your shares beneficially (that is, “in street name” through a broker, bank or other nominee), you must follow directions received from the broker, bank or other nominee in order to vote your shares.

If you do not provide voting instructions to your broker, your broker has discretion to vote those shares on matters that are routine. However, a broker cannot vote shares on non-routine matters without your instructions. This is referred to as a “broker non-vote”. For this Annual Meeting, only ratification of the appointment of the independent registered public accounting firm is considered a routine matter; so, there will not be any broker non-votes with respect to that proposal. For all other matters, broker non-votes will be disregarded and will have no effect on the outcome of the vote.

Information for Participants in the Company’s 401(k) Plans

If you are a participant in one or more of the Con-way Retirement Savings Plan, the Con-way 401(k) Plan or the Con-way Personal Savings Plan (the “Plans”), your proxy card will serve as voting instructions to the Trustee of the Plans, T. Rowe Price Trust Company, for shares of Company common stock credited to your account(s). If you fail to give timely voting instructions to the Trustee, your shares will be voted by the Trustee in the same manner and proportion as shares in the Plan for which valid voting instructions have been received on a timely basis. To allow sufficient time for voting by the Trustee of the Plans, your voting instructions for shares held in the Plans must be received by 11:59 p.m., Eastern Time, on May 9, 2014.

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Attendance at the Annual Meeting

All shareholders are invited to attend the Annual Meeting. Persons who are not shareholders may attend only if invited by the Board. If you are a shareholder but do not own shares in your name, you must bring proof of ownership (e.g., a current broker’s statement) in order to be admitted to the meeting. If you wish to attend the meeting in person, you can obtain driving directions to the Con-way offices in Ann Arbor, Michigan at www.con-way.com, in the Investor Events Calendar under the Investor tab.

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PROPOSAL NUMBER 1: ELECTION OF DIRECTORS

The Board, pursuant to the Certificate of Incorporation and the Bylaws, has determined that the number of directors of the Company shall be eleven. There are eleven nominees for director at our 2014 Annual Meeting of Shareholders, each of whom is currently serving as a director and has previously been elected by our shareholders. Each director is elected annually for a term of one year.

The following persons are the nominees of the Board for election to the Board of Directors to serve for a one-year term until the 2015 Annual Meeting of Shareholders and until their successors are duly elected and qualified:

John J. Anton		William J. Schroeder
W. Keith Kennedy Jr.		Douglas W. Stotlar
Michael J. Murray		Peter W. Stott
Edith R. Perez		Roy W. Templin
P. Cody Phipps		Chelsea C. White III
John C. Pope

Biographical Information

The Board seeks to have members with a variety of backgrounds and experiences. Set forth below for each director nominee is a summary of biographical information and a brief description of the experience, qualifications, attributes or skills that led the Board to conclude that the director should serve on the Board.

THE BOARD RECOMMENDS A VOTE FOR EACH OF THE DIRECTOR NOMINEES NAMED ABOVE.

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PROPOSAL NUMBER 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

Pursuant to Section 14A of the Exchange Act, the Company is providing shareholders with an opportunity to vote to approve, on an advisory, non-binding basis, the compensation of our named executive officers as disclosed in this Proxy Statement in accordance with SEC rules. This is the fourth consecutive year that the Company is asking shareholders to vote on this type of proposal, known as a “say-on-pay” proposal. At the Annual Meeting of Shareholders held in 2013, approximately 92% of the total votes cast were voted in favor of the Company’s say-on-pay proposal. At the 2011 Annual Meeting, shareholders were asked to vote on a proposal seeking their views as to whether the say-on-pay vote should be held every year, every two years or every three years. The Board recommended that a say-on-pay vote be held annually, and an overwhelming majority of shareholders voting on the matter indicated a preference for holding such vote on an annual basis. Accordingly, the advisory vote on named executive officer compensation will be held on an annual basis at least until the next non-binding shareholder vote on the frequency of future say-on-pay votes.

Accordingly, we are providing our shareholders with the opportunity to cast a non-binding advisory vote on the compensation of our named executive officers contained in this Proxy Statement through the following resolution:

“RESOLVED, that the holders of Con-way Inc.’s common stock approve, on an advisory basis, the compensation of its named executive officers, as disclosed in the proxy statement for the Con-way Inc. 2014 annual meeting of shareholders pursuant to the SEC’s executive compensation disclosure rules (which disclosure includes the Compensation Discussion and Analysis, the report of the Compensation Committee, and the executive compensation tables and related footnotes and narrative).”

The fundamental goal of our executive officer compensation program is to provide incentives for our executives to create sustainable value for our shareholders while effectively managing through the economic cycles of our business. To help achieve this goal, the key objectives of our executive compensation program are to:

In order to effectively meet these goals and objectives, we have designed our executive compensation program around two key compensation principles: pay for performance and pay at risk. Please see the Compensation Discussion and Analysis for additional detail regarding our executive officer compensation program.

The say-on-pay vote is an advisory vote only, and therefore it will not bind the Company or our Board. However, the Board and the Compensation Committee will consider the voting results as appropriate when making future decisions regarding executive compensation.

THE BOARD RECOMMENDS A VOTE FOR APPROVAL OF THE ADVISORY RESOLUTION RELATING TO THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.

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PROPOSAL NUMBER 3: APPROVAL OF THE AMENDMENTS TO THE COMPANY’S BYLAWS REGARDING SPECIAL SHAREHOLDER MEETINGS

The Board is seeking approval of amendments to Section 3 of Article II of the Company’s Bylaws to allow shareholders who have held in the aggregate at least a 25% “net long position” in the Company’s capital stock for at least one year to call a special meeting of the shareholders, subject to the conditions set forth in our Bylaws. The Bylaws currently provide that a special meeting of the shareholders may be called upon written request of “any stockholder or stockholders holding in the aggregate a majority of the voting power of all stockholders.” A special meeting of the shareholders may also be called by the Board or the Chief Executive Officer of the Company at any time.

The Board believes that lowering the required ownership threshold to request a special meeting to 25% maintains a reasonable balance between enhancing the rights of shareholders to call a special meeting and protecting against the risk that a small minority of shareholders, including shareholders with special interests, could require a special meeting that results in financial expense and disruption to the Company’s business. For each special meeting of shareholders, the Company would be required to provide each shareholder with notice and proxy materials, which results in significant expenses. Additionally, preparing for shareholder meetings requires significant attention of the Company’s directors, officers and employees, diverting their attention from performing their primary function, which is to effectively operate the Company’s business in the best interests of the shareholders. The Board believes that special meetings should only be called to consider extraordinary matters that are of interest to a broad base of shareholders and that cannot have their consideration delayed until the next annual meeting. Accordingly, the amendments to the Bylaws establish a 25% “net long” threshold for the right of shareholders to call a special meeting, which provides shareholders a meaningful ability to request that the Board call a special meeting while minimizing the concerns articulated above. A shareholder’s “net long position” is the amount of our shares in which the shareholder holds a positive (i.e., “long”) economic interest, reduced by the amount of our shares in which the shareholder holds a negative (i.e., “short”) economic interest. By taking into account (a) the extent to which shareholders requesting a special meeting hedge their shares (or otherwise offset their economic exposure in their shares) and (b) the length of time those shares have been held, the requirement that shareholders requesting a special meeting must have held a “net long position” in the Company’s stock for at least one year ensures that shareholders seeking to exercise the right have both a true economic and non-transitory interest in the Company. Further, the proposed amendments also contain various exceptions and timing mechanisms that are intended to avoid the cost, distraction and redundancy that would result from multiple shareholder meetings being held within a short time period.

Our Board is committed to good governance practices and is interested in the views and concerns of our shareholders. For example, in addition to the right to call a special meeting, our shareholders have the ability to act by written consent. Furthermore, at last year’s annual meeting, our Board proposed, and the shareholders approved, amendments to the Company’s Certificate of Incorporation to reduce the vote required for shareholders to take action by written consent to 66 2/3% of outstanding shares. In light of our Board’s continuing commitment to ensuring effective corporate governance and the other reasons discussed in this proposal, our Board believes the proposed amendments to our Bylaws are reasonable, appropriate and in the best interests of the Company and the shareholders. Accordingly, the Board, upon the recommendation of the Governance and Nominating Committee, has unanimously approved the amendments to Section 3 of Article II of the Company’s Bylaws, declares their advisability and

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recommends that the Company’s shareholders approve the amendments. Under the Company’s governing documents, the Board or the Company’s shareholders may amend our Bylaws. Consequently, the special meeting Bylaw amendments may, in the future, be further amended, modified or repealed.

The foregoing description of the proposed amendments to our Bylaws is a summary and is qualified by and subject to the complete text of the proposed amendments, including the specific requirements and procedures for calling a special meeting of shareholders, as set forth in Appendix A.

THE BOARD RECOMMENDS A VOTE FOR APPROVAL OF THE AMENDMENTS TO THE COMPANY’S BYLAWS REGARDING SPECIAL SHAREHOLDER MEETINGS.

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PROPOSAL NUMBER 4: RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

At last year’s annual meeting, shareholders ratified the appointment of KPMG LLP as independent public accountants to audit the consolidated financial statements of the Company for the year ended December 31, 2013. The Board recommends that shareholders vote in favor of ratifying the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2014. A representative of the firm will be present at the Annual Meeting with the opportunity to make a statement if he or she desires to do so and to respond to appropriate questions from shareholders. The Company has been informed by KPMG LLP that neither the firm nor any of its members or their associates has any direct financial interest or material indirect financial interest in the Company or its affiliates. KPMG LLP has served as the Company’s independent registered public accounting firm since 2003.

Fees

The following table sets forth the aggregate fees for services KPMG LLP provided to the Company during the fiscal years ended December 31, 2013 and December 31, 2012:

		2013				2012
Audit Fees		$	1,648,199			$	1,658,548
Audit-Related Fees			—				—
Tax Fees			64,000				76,000
All Other Fees			—				—
Total		$	1,712,199			$	1,734,548

All of the services performed by KPMG LLP during 2013 and 2012 were pre-approved by the Audit Committee of the Board, which concluded that the provision of the non-audit services described above is compatible with maintaining KPMG LLP’s independence.

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Pre-Approval Policies and Procedures

Prior to retaining KPMG LLP to provide services in any fiscal year, the Audit Committee first reviews and approves KPMG LLP’s fee proposal and engagement letter. In the fee proposal, each category of services (Audit, Audit-Related, Tax and All Other) is broken down into subcategories that describe the nature of the services to be rendered, and the fees for such services. For 2013 and 2012, the Audit Committee also pre-approved nominal additional fees (beyond those included in the KPMG LLP fee proposal) for services in a limited number of subcategories, based on unanticipated need. The Company’s pre-approval policy provides that the Audit Committee must specifically pre-approve any engagement of KPMG LLP for services outside the scope of the fee proposal and engagement letter.

THE BOARD RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2014.

AUDIT COMMITTEE REPORT

In connection with its review of the audited financial statements of the Company for the fiscal year ended December 31, 2013, the Audit Committee has reviewed and discussed the audited financial statements with management, and discussed with KPMG LLP, the Company’s independent auditors, the matters required to be discussed by Auditing Standard No. 16, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board. In addition, the Audit Committee has received the written disclosures and the letter from KPMG LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding KPMG LLP’s communications with the Audit Committee concerning independence, and has discussed with KPMG LLP its independence.

Based on the review and discussions referred to in the preceding paragraph, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2013, for filing with the SEC.

The Audit Committee

John C. Pope, Chairman		Edith R. Perez
John J. Anton		Peter W. Stott
W. Keith Kennedy, Jr.		Roy W. Templin

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STOCK OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth information regarding beneficial ownership of the Company’s common stock, as of February 11, 2014, by each of the directors, director nominees and the named executive officers identified in the Summary Compensation Table below, and by our current directors and executive officers as a group. The percentages shown are based on the outstanding shares of common stock as of February 11, 2014.

Name of Beneficial Owner		Amount and Nature of Beneficial Ownership(1)				Percent of Class
John J. Anton			17,655				*
Robert L. Bianco, Jr.(2)			135,720				*
Stephen L. Bruffett(3)			117,473				*
W. Keith Kennedy, Jr.			30,999				*
Stephen K. Krull(4)			0				*
W. Gregory Lehmkuhl(5)			39,911				*
Michael J. Murray			38,699				*
Edith R. Perez			9,311				*
P. Cody Phipps			2,890				*
John C. Pope			21,547				*
William J. Schroeder			33,445				*
Douglas W. Stotlar(6)			754,577				1.3%
Peter W. Stott			13,634				*
Roy W. Templin			6,808				*
Chelsea C. White III			18,815				*
All directors and executive officers as a group (20 persons)(7)			1,435,049				2.5%

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STOCK OWNERSHIP BY PRINCIPAL SHAREHOLDERS

The following table sets forth information as to any person known to the Company to be the beneficial owner of more than 5% of the Company’s common stock, which information has been obtained from filings pursuant to Sections 13(d) and 13(g) of the Securities Exchange Act of 1934.

Name		Amount and Nature of Beneficial Ownership				Percent of Class
Hotchkis and Wiley Capital Management, LLC(1)			5,143,919				9.0 %
BlackRock, Inc.(2)			4,487,600				7.9 %
The Vanguard Group(3)			3,075,433				5.4 %
Fairpointe Capital LLC(4)			2,940,538				5.2 %

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INFORMATION ABOUT THE BOARD OF DIRECTORS AND CERTAIN
BOARD COMMITTEES; CORPORATE GOVERNANCE

Director Independence Standards

Pursuant to NYSE listing standards, our Board has adopted a formal set of categorical Director Independence Standards with respect to the determination of director independence, which either meet or exceed the independence requirements of the NYSE corporate governance listing standards. In accordance with these standards, to be considered independent, a director must be determined to have no material relationship with the Company other than as a director. The standards specify the criteria by which the independence of our directors will be determined, including strict guidelines for directors and their immediate families with respect to past employment or affiliation with the Company or its independent registered public accounting firm. Our Director Independence Standards are available on the Company’s corporate website at www.con-way.com under the heading “Corporate Governance” within the “Investors” tab.

Director Independence

The Board has determined that each incumbent director and director nominee other than our CEO, Douglas W. Stotlar, is an independent director under the NYSE listing standards and our Director Independence Standards.

Majority Voting; Director Resignation Policy

The Company’s Bylaws provide for majority voting in the election of directors, except in the case of contested elections, which is when the number of nominees exceeds the number of directors to be elected. In addition, the Board has adopted a Director Resignation Policy, setting forth the actions to be taken if a director fails to receive the required number of votes for re-election.

Such policy requires an incumbent director who fails to obtain a majority vote in an uncontested election in accordance with the Company’s Bylaws to tender his or her resignation to the Chairman of the Board within five days after the election results are certified. The Governance and Nominating Committee of the Board then considers the resignation and makes a recommendation to the Board concerning the acceptance or rejection of the resignation. The recommendation must be made within 45 days, and the Board must take action on the recommendation within 90 days, following the annual shareholders meeting at which the election of directors occurred. The Company will announce the Board’s decision regarding such resignation in a Form 8-K filed with the SEC within four business days after the decision is made.

In making its recommendation, the Governance and Nominating Committee will consider all factors it deems relevant, including the reasons why shareholders voted against the director’s election, the qualifications of the director and whether the director’s resignation is in the best interests of the Company and its shareholders. The Committee will also consider possible alternatives concerning the tendered resignation, including acceptance, rejection, or rejection coupled with a commitment to seek to address and cure the reasons underlying the director’s failure to receive the required number of votes for re-election.

The Policy also provides for the independent members of the Board to consider resignations tendered pursuant to this Policy in the event that a majority of the members of the Governance and Nominating Committee fails to receive the required number of votes for re-election.

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Board Meetings; Board Leadership Structure; Sessions of Non-Management Directors

During 2013, the Board held five meetings. Each incumbent director attended at least 75% of all meetings of the Board and the committees of the Board on which he or she served.

Mr. Templin succeeded Dr. Kennedy as Chairman of the Board in January 2014 in accordance with the Board’s planned leadership succession process. Mr. Templin was identified in June 2013 by the Board as the eventual successor, and Mr. Templin then worked closely with Dr. Kennedy to effect an orderly leadership transition. The Company currently has both a non-executive Chairman of the Board (Mr. Templin) and a Chief Executive Officer (Mr. Stotlar) and has had a separate Chairman and Chief Executive Officer at all times since 1998, except for a ten-month period from 2004 to 2005 when the then Chairman of the Board also served as interim Chief Executive Officer.

Separating these positions allows our Chief Executive Officer to focus on setting the strategic direction of the Company and providing the day-to-day leadership of the Company, while the Chairman of the Board can then focus on providing advice to, and overseeing the performance of, the Chief Executive Officer. Although our Bylaws and Corporate Governance Guidelines do not require the separation of these positions, the Board believes that having an independent director serve as Chairman of the Board is the appropriate leadership structure for the Board at this time.

Pursuant to the Company’s Corporate Governance Guidelines, Mr. Templin also serves as the Board’s “Lead Non-Management Director.” Non-management members of the Board meet in executive session on a regularly scheduled basis, with Mr. Templin presiding at such executive sessions. Neither the Chief Executive Officer nor any other member of management attends the meetings of non-management directors, unless their attendance is specifically requested by the non-management directors. For information regarding how to communicate with the Lead Non-Management Director and other members of the Company’s Board, see “Communications with Directors” below.

Standing Committees

The Board currently has the following four standing committees: the Audit Committee, the Compensation Committee, the Finance Committee, and the Governance and Nominating Committee. Each of these standing committees is governed by a written charter approved by the Board. A copy of each charter can be found on the Company’s website as follows:

Audit Committee:

http://www.con-way.com/en/investor_relations/corporate_governance/committee_charters/ audit_committee/

Compensation Committee:

http://www.con-way.com/en/investor_relations/corporate_governance/committee_charters/ compensation_committee/

Finance Committee:

http://www.con-way.com/en/investor_relations/corporate_governance/committee_charters/ finance_committee/

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Governance and Nominating Committee:

http://www.con-way.com/en/investor_relations/corporate_governance/committee_charters/ governance_and_nominating_committee/

Copies of the charters are also available in print to shareholders upon request, addressed to the Corporate Secretary at 2211 Old Earhart Road, Suite 100, Ann Arbor, Michigan 48105.

The current members of each of the standing committees of the Board are shown below:

Name

Audit

Compensation

Finance

Governance and Nominating

John J. Anton

ü

ü

W. Keith Kennedy, Jr.

ü

ü

Michael J. Murray

ü

C

Edith R. Perez

ü

ü

P. Cody Phipps

ü

ü

John C. Pope

C

William J. Schroeder

C

Douglas W. Stotlar

Peter W. Stott

ü

ü

Roy W. Templin*

ü

C

Chelsea C. White III

ü

ü

Descriptions of the Audit, Compensation, Finance and Governance and Nominating Committees follow:

Audit Committee: The Audit Committee assists the Board in its oversight of matters involving the accounting, auditing, financial reporting, and internal control functions of the Company. Under its charter, the Audit Committee is responsible for the appointment, evaluation and compensation of the Company’s outside independent auditors. The Committee receives and reviews reports on the Company’s accounting and internal control policies and procedures and oversees the work of the Company’s outside independent auditors and internal auditors. Under its charter, the Audit Committee also provides oversight of the Company’s Compliance program. The Company has established a Compliance Committee, chaired by the Chief Compliance Officer, which provides a process for addressing ethics and compliance complaints, including complaints regarding accounting, internal accounting controls, or auditing matters, and for reporting such complaints to the Audit Committee, as appropriate.

Each Audit Committee member has been determined to be an independent director under the NYSE listing standards. The Board has determined that Mr. Pope qualifies as an “audit committee financial expert” as such term is defined in rules adopted by the SEC. The Committee met ten times during 2013.

Compensation Committee: The Compensation Committee approves the annual base salaries paid to the Chief Executive Officer, the Company’s other policy-making officers and certain other corporate officers. The Company’s Chief Executive Officer approves the annual base salaries for the Company’s other executives. The Compensation Committee also approves, for all executives, the short-term and long-term incentive compensation award opportunities and performance goals applicable to these awards, and annual grants of long-term incentive awards to all executives made under the Company’s equity and incentive

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plan. In determining the compensation paid to the Chief Executive Officer, it is the practice of the Compensation Committee to consult with and obtain the concurrence of the other independent members of the Board of Directors. Management has no role in recommending or setting compensation for the Chief Executive Officer. The Committee also reviews the retirement and benefit plans of the Company and its domestic subsidiaries.

Each Compensation Committee member has been determined to be an independent director under the NYSE listing standards. The Committee met five times during 2013.

The Compensation Committee typically engages an independent compensation consultant to assist the Committee in its annual review of executive compensation. For 2013, the Compensation Committee retained Semler Brossy Consulting Group, LLC as its independent compensation consultant. (See “Compensation Discussion and Analysis — Compensation Consultant” below.)

The independent compensation consultant is available for consultation with the Committee (without executive officers present) prior to and at the Committee meeting at which executive compensation is approved, as well as at other times during the year.

The Compensation Committee charter identifies the Compensation Committee as the Committee with the responsibility to administer the 2012 Equity and Incentive Plan and the short-term and long-term incentive compensation awards made under the Plan. The Committee has delegated to management the authority to administer the plans on a day-to-day basis. However, the Committee retains sole authority to make awards to the named executive officers and other Section 16 officers of the Company, to establish the terms of these awards (including performance goals) and to determine whether or not modifications to performance goals are to be made.

Finance Committee: The Finance Committee reviews the Company’s capital structure, dividend policy, major insurance programs, pension plan investment policy, and material financial transactions, including but not limited to transactions involving derivatives, loan and credit agreements, capital leases, mortgages, bond indentures and securities issuances in general, and advises Company management and the Board of Directors with respect to such matters.

The Finance Committee consists of three or more directors, as determined from time to time by the Board of Directors, based upon recommendations of the Governance and Nominating Committee. Each member of the Committee shall be qualified to serve on the Committee pursuant to any applicable requirements of the NYSE, and any additional requirements that the Board deems appropriate. The Finance Committee met three times during 2013.

Governance and Nominating Committee: The duties and responsibilities of the Governance and Nominating Committee include the following:

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Each Committee member has been determined to be an independent director under the NYSE listing standards. The Governance and Nominating Committee met five times during 2013.

Periodically, the Governance and Nominating Committee engages an independent compensation consultant to review the Company’s director compensation. Typically, the Committee engages the same consultant that the Compensation Committee engages to provide advice regarding executive compensation. The Committee instructs the consultant to include in its review prevalent director compensation practices, including compensation in cash, stock and options. The Committee retained Semler Brossy Consulting Group, LLC to evaluate the Company’s director compensation against relevant market information. The Committee does not delegate any of its duties regarding director compensation, and executive officers of the Company have no role in determining or recommending the amount or form of director compensation.

The Governance and Nominating Committee will consider director candidates recommended by shareholders on the same basis as it considers director candidates identified by the Committee. In considering director candidates, the Governance and Nominating Committee will take into consideration the needs of the Board and the qualifications of the candidate. To have a candidate considered by the Governance and Nominating Committee, a shareholder must submit the recommendation in writing and must include the following information:

The shareholder recommendation and information described above must be sent to the Corporate Secretary at 2211 Old Earhart Road, Suite 100, Ann Arbor, Michigan 48105. The Governance and Nominating Committee will accept recommendations of director candidates throughout the year; however, in order for a recommended director candidate to be considered for nomination to stand for election at an upcoming annual meeting of shareholders, the recommendation must be received by the Corporate Secretary not less than 120 days nor more than 150 days prior to the anniversary date of the Company’s most recent annual meeting of shareholders.

The Governance and Nominating Committee believes that the minimum qualifications for serving as a director of the Company are that a nominee demonstrate, by significant accomplishment in his or her field, an ability to make a meaningful contribution to the Board’s oversight of the business and affairs of the Company. A nominee should have a reputation for honest and ethical conduct in both his or her professional and personal activities. In addition, the Governance and Nominating Committee examines a candidate’s specific experiences and skills, time availability in light of other commitments, potential conflicts of interest and

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independence from management and the Company. Although the Governance and Nominating Committee does not have a formal policy with respect to diversity, it seeks to have a Board that represents a diversity of backgrounds, skills and experience. The Governance and Nominating Committee assesses its achievement of diversity through the review of Board composition as part of the Board’s annual self-assessment process.

The Governance and Nominating Committee identifies potential nominees by asking current directors and executive officers to notify the Committee if they become aware of persons, meeting the criteria described above, who would be good candidates for service on the Board. The Governance and Nominating Committee also, from time to time, may engage firms that specialize in identifying director candidates. As described above, the Committee will also consider candidates recommended by shareholders.

Once a person has been identified by the Governance and Nominating Committee as a potential candidate, the Committee may collect and review publicly available information regarding the person to assess whether the person should be considered further. If the Governance and Nominating Committee determines that the candidate warrants further consideration, the Chairman or another member of the Committee contacts the person. Generally, if the person expresses a willingness to be considered and to serve on the Board, the Governance and Nominating Committee requests information from the candidate, reviews the person’s accomplishments and qualifications, including in light of any other candidates that the Committee might be considering, and conducts one or more interviews with the candidate. In certain instances, Committee members may contact one or more references provided by the candidate or may contact other members of the business community or other persons that may have greater first-hand knowledge of the candidate’s accomplishments. The Committee’s evaluation process does not vary based on whether or not a candidate is recommended by a shareholder.

Board’s Role in the Oversight of Company Risk

The Board has responsibility for oversight of the Company’s risk management, while the Company’s executive leadership is responsible for the day-to-day enterprise risk management. The Company has developed an enterprise risk management process in which key business and functional leaders identify the major risks that the Company faces, including operational, financial, legal and regulatory, strategic and reputational risks. In addition to evaluating major risks, management identifies ways to mitigate and monitor such risks. At least annually, the Company’s executive leadership reviews with the Board the major risks identified in the enterprise risk management process, as well as the steps identified to mitigate such risks.

In addition, the Board has allocated to its standing committees the review of risks within their respective areas of responsibility. For example, the Audit Committee reviews risks relating to financial reporting and internal control functions, the Finance Committee reviews risks relating to financial matters and transactions, and the Compensation Committee reviews risks relating to the Company’s compensation programs and policies.

The Compensation Committee, with assistance from its independent compensation consultant, conducted a review of the risks arising from the Company’s compensation policies and practices for employees, including executives. Based on such review, the Compensation Committee concluded that these risks are not reasonably likely to have a material adverse effect on the Company.

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Policies and Procedures Regarding Related Person Transactions; Transactions with Related Persons

The Company has written policies and procedures for the review, approval or ratification of related person transactions. A transaction is subject to the policies and procedures if the transaction involves an amount in excess of $120,000, the Company is a participant in the transaction and any executive officer, director or 5% shareholder, or any of their immediate family members, has a direct or indirect interest in the transaction. The Governance and Nominating Committee of the Board is responsible for applying these policies and procedures. It is the Company’s policy to enter into or ratify related person transactions only when the Governance and Nominating Committee determines that the transaction in question is in, or is not inconsistent with, the best interests of the Company and its shareholders, including but not limited to situations where the Company may obtain products or services of a nature, quantity or quality, or on other terms, that are not readily available from alternative sources or when the Company provides products or services to related persons on an arm’s length basis on terms comparable to those provided to unrelated third parties or on terms comparable to those provided to employees generally.

Since January 1, 2013, the Company has not been a participant in any transaction involving more than $120,000 in which a related person had a direct or indirect material interest, nor is any such transaction currently proposed.

Communications with Directors

Any shareholder or other interested party desiring to communicate with any director (including the Chairman of the Board and the other non-management directors) regarding the Company may directly contact any director or group of directors by submitting such communications in writing to the director or directors in care of the Corporate Secretary, 2211 Old Earhart Road, Suite 100, Ann Arbor, Michigan 48105.

All communications received as set forth in the preceding paragraph will be opened by the Corporate Secretary for the sole purpose of determining whether the contents represent a message to the Company’s directors. Any contents that are not in the nature of advertising, promotions of a product or service, or patently offensive material will be forwarded promptly to the addressee.

Policy Regarding Director Attendance at Annual Meetings of Shareholders

The Company’s policy regarding director attendance at the Annual Meeting of Shareholders is for the Chairman of the Board and the Chief Executive Officer (if different from the Chairman) to attend in person, and for other directors to attend in person or electronically. In 2013, the Chairman of the Board and the Chief Executive Officer each attended the meeting in person and the nine other outside directors attended telephonically.

Authority to Retain Advisors

The Board and each Committee of the Board is authorized, as it determines necessary to carry out its duties, to engage independent counsel and other advisors. The Company compensates any independent counsel or other advisor retained by the Board or any Committee.

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Code of Business Ethics; Corporate Governance Guidelines

The Company has adopted a Code of Business Ethics that applies to our Chief Executive Officer, Chief Financial Officer and Controller, as well as other officers, directors and employees of Con-way. The Board has also adopted Corporate Governance Guidelines. Current copies of each of these documents are available on the Company’s corporate website at www.con-way.com under the heading “Corporate Governance” within the “Investors” tab. Copies are also available in print to shareholders upon request, addressed to the Corporate Secretary at 2211 Old Earhart Road, Suite 100, Ann Arbor, Michigan 48105. The Company intends to satisfy any disclosure requirements regarding an amendment to, or waiver from, the Code of Business Ethics by posting such information on its website at www.con-way.com.

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2013 DIRECTOR COMPENSATION

The following table sets forth the compensation for 2013 of the non-employee members of the Board. The narrative that follows the table describes the compensation programs applicable to the non-employee directors during 2013. Mr. Stotlar is not included in the table because he does not receive compensation in his capacity as a member of the Board. His compensation as President and Chief Executive Officer is included in the 2013 Summary Compensation Table.

Name		Fees Earned or Paid in Cash ($)(1)				Stock Awards ($)(2)				Option Awards ($)(3)				Total ($)
John J. Anton			85,006				99,994				—				185,000
William R. Corbin			29,999				—				—				29,999
W. Keith Kennedy, Jr.			220,006				99,994				—				320,000
Michael J. Murray			87,506				99,994				—				187,500
Edith R. Perez			85,006				99,994				—				185,000
P. Cody Phipps			55,006				99,994				—				155,000
John C. Pope			90,006				99,994				—				190,000
William J. Schroeder			85,006				99,994				—				185,000
Peter W. Stott			84,173				99,994				—				184,167
Roy W. Templin			142,053				99,994				—				242,047
Chelsea C. White III			82,506				99,994				—				182,500

Amounts shown in this column include a cash payment of $6.00 issued in lieu of granting partial shares in connection with the 2013 restricted stock grants for non-employee directors.

Following is a breakdown of Board retainers and committee fees paid in 2013:

														Chair Fees																Committee Fees
Name		Board Retainer				Board Chair Fees				Audit				Comp				Finance				GNC				Audit				Comp				Finance				GNC
Anton		$	70,000																							$	10,000											$	5,000
Corbin		$	23,333															$	3,333							$	3,333
Kennedy		$	70,000			$	150,000
Murray		$	70,000																			$	10,000							$	7,500
Perez		$	70,000																							$	10,000											$	5,000
Phipps		$	46,667																											$	5,000			$	3,333
Pope		$	70,000							$	20,000
Schroeder		$	70,000											$	15,000
Stott		$	70,000																							$	6,667			$	2,500			$	5,000
Templin		$	70,000			$	54,546											$	6,667							$	6,667			$	2,500			$	1,667
White		$	70,000																											$	7,500			$	5,000

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The following table provides the total number of shares of restricted stock granted to each non-employee director during fiscal year 2013 and the total number of shares of unvested restricted stock held by each non-employee director as of December 31, 2013:

		Restricted Stock Awards Granted During 2013 (#)				Total Restricted Stock Awards Outstanding as of December 31, 2013 (#)
Anton			2,890				3,634
Corbin			—				—
Kennedy			2,890				3,634
Murray			2,890				3,634
Perez			2,890				3,634
Phipps			2,890				2,890
Pope			2,890				3,634
Schroeder			2,890				3,634
Stott			2,890				3,634
Templin			2,890				2,890
White			2,890				3,634

Directors may elect to defer payment of their fees under the Company’s deferred compensation plans for directors. Payment of any deferred compensation account balances will be paid in a lump sum or in installments beginning no later than the year following the director’s final year on the Board. In 2013, as in previous years, interest on amounts deferred prior to 2007 was credited quarterly at the Bank of America prime rate. The Company’s deferred compensation plans for directors provide that balances on amounts deferred in 2007 and subsequent years are not credited with a fixed rate of interest but instead fluctuate based on the value of one or more funds selected by the director from a list of available funds. In addition, directors may elect to have some or all of their pre-2007 account balances valued in the same manner as post-2006 deferrals. Directors may also elect to convert some or all of their deferred compensation account balances into phantom stock units that track the performance of the Company’s common stock.

Each of our directors stands for election or re-election annually. In 2013, upon his or her election or re-election, each non-employee director received a grant of restricted stock with a notional value of $100,000. The number of shares of restricted stock in each grant was determined by dividing the notional value of the grant by the closing price of the Company’s common stock on the grant date, with any fractional shares paid in cash. Each such grant of restricted stock will vest on the date of the annual shareholder meeting following the grant date or earlier upon the occurrence of certain events such as death, disability, retirement or a change in control.

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The Board has established stock ownership guidelines for non-employee directors. Under the guidelines, each non-employee director is expected to hold Con-way securities having an aggregate value of not less than three times the annual cash retainer of $70,000, or $210,000. New directors have five (5) years from the date of their appointment to the Board to satisfy these stock ownership guidelines. To determine compliance with these guidelines, ownership interests are valued as follows:

Common shares held directly or indirectly			Full value
Phantom stock units held in Directors’ Deferred Compensation Plan			Full value
Vested in-the-money stock options			50% of value
Unvested restricted stock			50% of value

Directors are provided with business travel insurance coverage and, in addition, are reimbursed for travel expenses incurred for attending Board and Committee meetings as well as director educational seminars or events.

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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis describes the Company’s executive compensation program for 2013. The Compensation Committee of the Company’s Board of Directors oversees our executive compensation program and practices. In this section of the Proxy Statement, we explain how and why the Compensation Committee made its compensation decisions in 2013 for the following named executive officers, or NEOs:

Douglas W. Stotlar		President and Chief Executive Officer (CEO)
Stephen L. Bruffett		Executive Vice President and Chief Financial Officer (CFO)
Robert L. Bianco, Jr.		Executive Vice President and President of Menlo Worldwide, LLC
Stephen K. Krull		Executive Vice President, General Counsel and Secretary
W. Gregory Lehmkuhl		Executive Vice President and President of Con-way Freight Inc.

Executive Summary

The Company provides transportation, logistics and supply-chain management services for a wide range of customers across a variety of markets. The success of our Company is ultimately built on the trust placed in us by our customers, who rely on us to handle and deliver their products on time, undamaged and at a competitive price. However, even when our operational execution is strong, our financial results remain sensitive to seasonal and economic cycles.

Our Compensation Philosophy

Our fundamental goal is to create sustainable value for our shareholders while effectively managing through the economic cycles of our business. To help achieve this goal, the key objectives of our executive compensation program are to:

In order to meet these objectives, our executive compensation program design is based upon two key compensation principles: pay for performance and pay at risk.

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The pay-for-performance and pay-at-risk design of our executive compensation program is best illustrated in the following charts, which show that approximately 81% of our CEO’s 2013 target total direct compensation and, on average, approximately 73% of the 2013 target total direct compensation of our other NEOs was in the form of “at risk” incentive compensation opportunities, the value of which is tied to the achievement of performance goals or our stock price.

2013 Target Total Direct Compensation Mix

How Executive Compensation Was Tied to Company Performance in 2013

Over the past five years, we have been tested by a challenging economic environment. The markets for our services continued to face economic uncertainty in 2013, resulting in our financial performance for fiscal year 2013 being below our expectations. This year, for the first time since 2009, we did not grow our Company’s consolidated revenue and consolidated operating income on a year-over-year basis. In 2013, on a consolidated basis, our revenue decreased slightly to $5.5 billion, a decrease of 1.9% from the prior year, and our operating income decreased to $209.0 million, a decrease of 8.7% from the prior year.

Despite the economic uncertainty, we focused on implementing the multi-year operational efficiency improvement plan that we launched in 2012. While we made progress on key foundational initiatives and positioned our Company for continued operational improvements going forward, our financial results in 2013 did not fully reflect the underlying improvements we believe we have made to our operating infrastructure. During the year, our Company made important investments for the future and in addition, took on large, new projects at our logistics business unit, Menlo, which generated start-up costs and increased expenses in the near-term. We believe that our singular focus on the long-term strategy of our Company and the investments that we have made as part of this strategy will help to improve operational performance, drive operating efficiencies, and enable our Company to deliver sustainable margin expansion.

In 2013, our stock performed well and we grew our total stockholder return by more than 44%. During 2014, our focus remains on creating long-term value for our shareholders.

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Consistent with our pay-for-performance philosophy, our Company’s financial performance in 2013 drove executive compensation. As of December 31, 2013, the estimated current value of the total direct compensation for each of our NEOs was below such executive’s target total direct compensation.¹

The annual incentive compensation paid to our NEOs based on 2013 financial results reflects the slight increase in year-over-year profitability at our Freight business unit and the decline in year-over-year profitability at our other two business units. On average, our NEOs’ annual incentive bonus payouts, as a percentage of target, declined 48.7% year-over-year. Specifically, our NEOs either earned no annual incentive compensation or earned below-target annual incentive compensation, with payouts ranging from 0.0% to 76.9% of target.

With respect to 2013 performance-based equity awards, as of December 31, 2013, the estimated current value of each NEO’s performance share plan unit award was lower than its grant date value, reflecting both the Company’s 2013 financial performance and the increase in the Company’s stock price during 2013.

The value ultimately realized with respect to the 2013 long-term incentive awards will depend on the Company’s achievement of the three-year performance goals established for the 2013 performance-based equity awards and the Company’s stock price at the time the awards vest.

2013 Total Direct Compensation

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Other 2013 Executive Compensation Highlights

Corporate Governance Framework

To meet the key objectives of our executive compensation program and to mitigate risk from our compensation practices and principles, the Company has adopted a corporate governance framework that includes the components described below, each of which the Committee believes reinforces the Company’s executive compensation philosophy and objectives.

Executive Officers		Stock Ownership Guideline (as a multiple of base salary)
Level E5 Officer (CEO)			6
Level E4 Officers (5 in total, including 4 NEOs)			3
Level E3 Officers (5 in total)			1

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We Value the Perspectives of Our Shareholders

We conducted our annual advisory vote on executive compensation at our 2013 Annual Meeting. While this vote was not binding on the Company, our Board or our Compensation Committee, we believe that it is important for our shareholders to have an opportunity to vote on this proposal on an annual basis as a means to express their views on our executive compensation philosophy, our executive compensation program and policies and our decisions regarding executive compensation, all as disclosed in our Proxy Statement.

At our 2013 Annual Meeting, over 92% of the votes cast on the advisory vote on executive compensation were in favor of our NEO compensation program as disclosed in our Proxy Statement. The Compensation Committee reviewed the final vote results, interpreted this significant level of support as an endorsement by our shareholders of our executive compensation program and policies and did not make any changes to our executive compensation program in response to such vote.

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Key Compensation Elements

Our executive compensation program consists of the following key elements:

		Program		Description		Link to Compensation Objectives
Total Direct Compensation		Annual Base Salary		Fixed compensation		•   Attract and retain high-performing executive team
		Annual Cash Incentive Award		Short-term performance-based cash incentive compensation		•   Align interests of executives with those of shareholders based on annual financial performance goals •   Drive short-term financial performance
		Long-Term Equity Incentive Compensation Awards		Equity awards granted as performance share plan units (“PSPUs”) and restricted stock units (“RSUs”) in 2013		•   Align interests of executives with those of shareholders based on three-year financial performance goals and the value of the Company’s stock •   Drive long-term financial performance •   Retain high-performing executive team •   Reward strategic execution
Other		Retirement Benefits		Primarily broad-based 401(k) plans intended to provide eligible employees (including NEOs) with the opportunity to accrue benefits for retirement. For certain NEOs, broad-based “frozen” defined benefit pension plan based on past service for which the Company has ceased accruals and that is closed to new participants.		•   Attract and retain high-performing executive team
		Perquisites		Only limited benefits available to eligible employees (including NEOs)		•   Minimize executive perquisites and maximize the executives’ focus on Company performance

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Overview of Compensation Practices

The Compensation Committee is responsible for the executive compensation program design and decision-making process for NEOs. The table below describes the roles of the Compensation Committee and other participants in the decision-making process.

Participant		Roles
Compensation Committee		•   Approves the compensation philosophy for executive officers •   Reviews and approves compensation for executive officers, including the NEOs •   Approves performance goals under executive incentive compensation plans •   Grants awards under incentive compensation and equity-based plans •   Together with the other independent members of the Board, evaluates the performance of the CEO and, based on this evaluation, approves the CEO’s compensation •   Reviews the CEO’s performance assessment of the other executive officers, including the other NEOs and, based on this evaluation, approves the executive officers’ compensation •   Reviews the evaluation of risks associated with the Company’s overall compensation policies and practices •   Prepares the Compensation Committee’s report on executive compensation
Independent Members of the Board of Directors		•   Together with the Compensation Committee, evaluate the performance of the CEO and, based on this evaluation, provide their concurrence with respect to the CEO’s compensation
Independent Compensation Consultant		•   Retained by the Compensation Committee to provide independent advice and recommendations •   Serves as a resource for competitive pay practices and market trends
Executive Officers		•   The CEO makes compensation recommendations to the Compensation Committee for the other executive officers, including the other NEOs, with respect to target total direct compensation, annual base salary, annual incentive compensation bonus and long-term equity incentive awards •   The CEO and CFO make recommendations on performance goals under our incentive compensation plans and provide data to allow the Compensation Committee to determine whether performance goals were achieved at the end of the performance period •   Executive officers are not present when the Compensation Committee or the independent members of the Board meet in executive session or when their own compensation is discussed

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Compensation Consultant

The Compensation Committee relies upon a compensation consultant to assist in the assessment of executive compensation. The compensation consultant is engaged by and reports to the Compensation Committee, which evaluates the performance and independence of the compensation consultant, determines the scope of the consultant’s services and decides whether or not to continue to use the consultant’s services.

The Compensation Committee retained Semler Brossy Consulting Group, LLC (“Semler Brossy”) to advise the Compensation Committee on executive compensation matters for 2013. At the Compensation Committee’s request, the independent compensation consultant advised the Compensation Committee with regard to:

Except as described above and except for services provided to the Governance and Nominating Committee of the Board of Directors with respect to director compensation, the independent compensation consultant provided no other services to the Company in 2013.

As part of its annual performance evaluation of the independent compensation consultant, the Compensation Committee considered Semler Brossy’s independence in light of applicable SEC rules and NYSE listing standards. At the Compensation Committee’s request, Semler Brossy provided information addressing the independence of the individual compensation advisors and consulting firm, including the following factors: (1) any other services provided by the consulting firm to the Company; (2) the amount of fees paid by the Company as a percentage of the consulting firm’s total revenue; (3) the policies and procedures of the consulting firm that are designed to prevent conflicts of interest; (4) any business or personal relationships of the individual compensation advisors with a member of the Compensation Committee; (5) any Company stock owned by the individual compensation advisors; and (6) any business or personal relationships of the individual compensation advisor or consulting firm with our executive officers. The Compensation Committee assessed these factors and concluded that Semler Brossy’s work did not raise any conflict of interest.

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How We Determine Total Direct Compensation for Our NEOs

Given our Company’s size and unique mix of service offerings, we do not have strictly comparable industry peers against which we can evaluate executive compensation. To assist it in evaluating the total direct compensation of our NEOs, the Compensation Committee considered comparative market data provided by its independent compensation consultant for companies within the peer group and for companies within general industry, as described further below under “Overview of Compensation Practices — Peer Group for 2013 Executive Compensation Decisions.”

For 2013, the Compensation Committee considered relevant market pay practices when setting executive compensation, but did not benchmark specific compensation elements or total compensation of each executive against the market data. Instead, the Compensation Committee utilized the market data in evaluating the overall competitiveness of the Company’s executive compensation program. The Compensation Committee also sought to maintain the overall target compensation of the executive team as a whole at approximately the median of market practices. In assessing the Company’s overall executive compensation, the Compensation Committee considered annual base salaries together with the annual cash incentive award payouts at target performance levels and the fair value of the target long-term equity incentive compensation awards.

While the Compensation Committee considers relevant market pay practices when setting executive compensation, the Compensation Committee does not believe that it is appropriate to establish compensation levels based solely on market data. The Compensation Committee believes that compensation decisions are complex and require consideration of overall Company performance, challenges facing the Company, general economic conditions, advice from the independent compensation consultant, compensation recommendations made by the CEO and peer compensation levels. The factors that influence the amount and mix of each executive’s total direct compensation include the executive’s contributions to shareholder value accretion, scope of responsibilities, credentials, length of service, skills, experience and individual performance. In addition, the Compensation Committee also considers each executive’s compensation history, the market competition for such position and the relative comparability of pay internally across executives with similar organizational impact and responsibilities.

Peer Group for 2013 Executive Compensation Decisions

Each year, the Compensation Committee, with input from its independent compensation consultant, reviews and approves the peer group used in evaluating executive compensation to ensure that the peer group continues to reflect certain market characteristics comparable to those of the Company. Those characteristics include being traded on a major United States stock exchange, being in the transportation sector (based on the Global Industry Classification Standard, or GICS) and being the same relative size as the Company. Based on the advice of Semler Brossy, the Committee decided that no changes to the peer group used in the prior year were needed for purposes of evaluating 2013 executive compensation decisions.

Peers were generally selected among companies with revenue in a range of approximately 0.4 to 2.0 times the Company’s revenue, with a slight bias to smaller companies so that more of our direct trucking competitors would be included in the peer group. The companies selected for the peer group had annual revenues of approximately $2.0 to $11.8 billion, with a median of $5.0 billion, at the time the peer group was approved at the end of 2012, as compared to the Company’s 2013 annual revenue of $5.5 billion.

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The peer group of companies used to evaluate 2013 executive compensation decisions consisted of the following companies:

Alaska Air Group Inc.		JetBlue Airways Corp.
Amerco		Landstar System Inc.
Avis Budget Group Inc.		Norfolk Southern Corp.
Canadian National Railway Co.		Republic Airways Holdings Inc.
Canadian Pacific Railway Ltd.		Ryder System Inc.
C.H. Robinson Worldwide Inc.		SkyWest Inc.
CSX Corp.		Swift Transportation Co.
Expeditors International of Washington Inc.		UTi Worldwide Inc.
Hertz Global Holdings Inc.		Werner Enterprises Inc.
J.B. Hunt Transport Services, Inc.		YRC Worldwide Inc.

General Industry Survey Data

The Compensation Committee also uses general industry compensation survey data in its evaluation of executive compensation. In compiling compensation market data, the independent compensation consultant, Semler Brossy, may supplement the peer group data with data from other companies included in certain general industry compensation surveys if they determine that a particular executive position is not generally reported in proxy statements or is not sufficiently represented in the peer group. For the 2013 executive compensation review, Semler Brossy compiled compensation data from the following general industry compensation surveys: 2012 U.S. Mercer Benchmark Database — Executive (which included data from approximately 84 companies with annual revenues between $3.8 billion and $7.5 billion) and Equilar Top 25 (which included data from approximately 376 companies with annual revenues between $2.0 billion and $11.0 billion).

In the evaluation of 2013 executive compensation for the positions of CEO (Mr. Stotlar) and CFO (Mr. Bruffett), Semler Brossy weighted the peer group proxy data at 50% with the remaining 50% of the comparator data from the Mercer survey, based on Semler Brossy’s assessment of the relevancy of the data sources. For executive positions that oversaw business units (Messrs. Bianco and Lehmkuhl), Semler Brossy considered the proxy data from the peer group as the most relevant market data. For Mr. Krull, whose position is not reported as consistently in proxy data, the Compensation Committee considered only the survey data, with equal weighting between the Mercer and Equilar surveys.

CEO Compensation

The Compensation Committee did not provide any year-over-year increase in Mr. Stotlar’s target total direct compensation for 2013. Generally, the Compensation Committee evaluates Mr. Stotlar’s target total direct compensation to assess whether it is competitive compared to the median of market data for chief executive officers at comparable companies, including in our peer group. In determining Mr. Stotlar’s 2013 target total direct compensation, the Compensation Committee also considered general economic conditions, the mix of elements in the total direct compensation package, overall Company performance and the potential perspectives of our shareholders.

The Compensation Committee made no changes to Mr. Stotlar’s base salary and annual incentive compensation opportunity for 2013 compared to 2012. Based on its assessment of competitive market practices and the recommendation of the independent compensation consultant, the Compensation Committee increased his long-term equity incentive opportunity to 300% – 400% (from 250% – 350% in 2012). However, the Committee granted Mr. Stotlar a

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below-midpoint award of 300% in 2013, again unchanged from 2012. In order to tie CEO compensation to Company performance, the equity mix of his long-term incentive award continued to be comprised of 50% performance share plan units and 50% restricted stock units.

As in prior years, in 2013, the CEO’s total direct compensation was higher than that of the other NEOs. This difference reflects both the assessment of a chief executive officer’s skills, experience and value relative to that of other senior company executives and the Compensation Committee’s belief that Mr. Stotlar’s substantially higher level of responsibility and accountability, as well as greater potential impact on the Company’s financial results, warrants a higher level of compensation than the other NEOs. This higher level of compensation is also consistent with market practices.

Our Executive Compensation Program

Our executive compensation program consists of three primary elements: annual base salary, annual cash incentive awards and long-term equity incentive compensation awards. Each element is discussed in more detail below.

Annual Base Salary

The Compensation Committee decided not to provide a base salary increase to any of the NEOs other than Mr. Lehmkuhl in 2013. In evaluating annual base salaries, the Compensation Committee considered market data, the Company’s financial performance, the recommendations of Semler Brossy, the CEO’s recommendations with respect to the other executives, and the scope of each executive’s responsibilities, level of experience, individual performance, and salary history. Based on these factors, the Compensation Committee approved the following base salaries effective January 27, 2013:

NEO		2012 Annual Base Salary (in 000’s)				Increase (%)				2013 Annual Base Salary (in 000’s)
Douglas W. Stotlar		$	795.0				0			$	795.0
Stephen L. Bruffett		$	450.0				0			$	450.0
Robert L. Bianco, Jr.		$	430.0				0			$	430.0
Stephen K. Krull.		$	400.0				0			$	400.0
W. Gregory Lehmkuhl.		$	400.0				12.5			$	450.0

The Compensation Committee increased Mr. Lehmkuhl’s base salary in part to ensure that his total compensation package was competitive with the median of market practice for presidents of primary business units at our peer group companies, and in recognition of the scope of Mr. Lehmkuhl’s job responsibilities and ability to impact overall Company financial results as the President of Con-way Freight, our largest business unit.

Annual Cash Incentive Awards

The objective of the annual cash incentive program is to focus executives on the achievement of financial performance goals that are tied to the short-term business objectives of the business unit(s) for which the executive is responsible. Payouts under the annual cash incentive program are based on the level of achievement of performance goals set annually by the Compensation Committee. Specifically, the amount actually paid under the annual cash incentive program to each NEO equals the product of (i) a target award for each NEO, which is base salary multiplied by the annual incentive target, and (ii) each business unit’s performance measured against predetermined financial performance goals, which is the financial performance multiplier:

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Consistent with the year-over-year decline in our operating income, for 2013, our NEOs received annual cash incentive compensation below target, as described more fully below.

What are the performance metrics for the 2013 annual cash incentive program?

Annual cash incentive awards granted to business unit heads are based entirely on the operating results of the business unit for which they are responsible. The performance metrics applicable to the 2013 annual cash incentive awards for Messrs. Bianco and Lehmkuhl, who head two of the Company’s primary business units, are shown in the table below.

Performance Metrics Applicable to 2013 Annual Cash Incentive Awards
(Business Unit Heads)

NEO		Performance Metric
Robert L. Bianco, Jr.			Adjusted operating income of Menlo Worldwide Logistics
W. Gregory Lehmkuhl			Adjusted operating income of Con-way Freight

The 2013 annual cash incentive awards to Con-way Inc. executives Messrs. Stotlar, Bruffett and Krull were based on the respective performances of Con-way Freight, Con-way Truckload and Menlo Worldwide Logistics relative to the adjusted operating income goals of each business unit, weighted by percentage of net revenue, as shown in the table below.

2013 Annual Cash Incentive Awards
(NEOs at Con-way Inc.)

Business Unit		Weighting
Con-way Freight			72 %
Con-way Truckload			14 %
Menlo Worldwide Logistics			14 %
Total			100 %

The Compensation Committee includes certain pre-defined adjustments to the operating income performance metric to provide NEOs with an incentive to take actions that are in the long-term interests of the business unit, but that might otherwise adversely affect payouts on the annual cash incentive awards. Operating income (as determined in accordance with United States generally accepted accounting principles) is adjusted for (i) asset impairments pursuant to FASB Codification topics 350 and 360, (ii) restructuring charges pursuant to FASB Codification topic 420 (limited to those adjustments in excess of $1.0 million per event during the relevant calendar year), (iii) defined-benefit pension settlements pursuant to FASB Codification topic 715, and (iv) changes in accounting principles pursuant to FASB Codification topic 250.

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How does the Compensation Committee determine the annual cash incentive award target for each NEO?

Each NEO’s annual cash incentive award is set at a level designed to deliver, at target performance levels, a specified percentage of annual base salary. The Compensation Committee assesses the reasonableness of these percentages based on market data as part of its review of total target direct compensation. For each of the NEOs, there was no change from the percentages that were applicable in 2012.

The target percentages applicable to the NEOs for 2013 annual incentive compensation are shown in the table below.

NEO		Annual Cash Incentive Award Target (as a percentage of annual base salary)
Douglas W. Stotlar			125 %
Stephen L. Bruffett			70 %
Robert L. Bianco, Jr.			70 %
Stephen K. Krull			70 %
W. Gregory Lehmkuhl			70 %

How does the Compensation Committee set the performance goals for the annual cash incentive awards?

Numerical performance goals are set for threshold, target and maximum performance levels. For performance between threshold and target performance levels, or target and maximum performance levels, the actual payout is determined by interpolation. The maximum annual cash incentive payout that an executive can receive is 200% of the target payout.

The Compensation Committee considered projected performance as reflected in the Company’s one-year financial plans, which were developed by the Company and its business units and approved by the Board of Directors, when setting the goals set forth in the table below. In evaluating financial plans, among the factors the Compensation Committee considers are market conditions, the business cycle, operating plan priorities and the prospective return on capital employed by the Company and its respective primary business units. It also gauges the relative degree of difficulty the Company and its business units will face in meeting the financial plans. The Compensation Committee discusses the financial plans with the CEO and takes into consideration his recommended performance goals and corresponding payout levels. Based on its independent assessment of all of these factors, the Compensation Committee sets the numerical performance goals.

In 2013, what were the annual cash incentive performance goals and how did actual performance compare to the goals?

The following table shows the numerical performance goals that applied to the annual NEO awards, as well as the level of achievement in 2013.

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Performance Goals Applicable to 2013 Annual Cash Incentive Awards

Performance Metrics		Performance Goals and Actual Achievement (in 000’s)								Payout Percentage
Adjusted Operating Income –			Threshold			$	121,350				56 %
Con-way Freight			Target			$	173,357				100 %
			Maximum			$	208,028				200 %
			Actual			$	146,047				76.9 %
Adjusted Operating Income –			Threshold			$	37,109				56 %
Con-way Truckload			Target			$	53,013				100 %
			Maximum			$	63,616				200 %
			Actual			$	38,691				60.4 %
Adjusted Operating Income –			Threshold			$	32,916				56 %
Menlo Worldwide Logistics			Target			$	47,023				100 %
			Maximum			$	56,428				200 %
			Actual			$	23,468				0.0 %

Based on the achievement percentage noted for each business unit in the previous table and the relative weighting discussed above, the resulting 2013 achievement percentage for Con-way Inc. executives is at a 63.8% performance level versus target. In the case of Mr. Stotlar, the Compensation Committee exercised its discretion to reduce his payout to 55.0% to reflect the Company’s financial results in 2013. Therefore, each NEO received the following percentage of his target payout as annual incentive compensation for 2013:

NEO		Payout Percentage at Achievement Level
Douglas W. Stotlar			55.0 %
Stephen L. Bruffett			63.8 %
Robert L. Bianco, Jr.			0.0 %
Stephen K. Krull			63.8 %
W. Gregory Lehmkuhl			76.9 %

Long-Term Equity Incentive Compensation Awards

The Compensation Committee designed our 2013 long-term equity incentive compensation program to focus executives on financial metrics, as discussed further below, that are complementary to the performance metric of adjusted operating income applicable to our short-term cash incentive program. Our long-term equity incentive program also aligns the interests of our executives with those of our shareholders through the use of stock-based awards and rewards executives for increases in our stock price over time.

How does the Compensation Committee determine the long-term equity incentive compensation opportunity for each NEO?

To determine the dollar value of each NEO’s target long-term equity incentive award, the Compensation Committee has established a range of multiples, as a percentage of base salary, applicable to each executive grade level. The ranges are competitive with market data and allow the Compensation Committee to adjust awards for particular NEOs based on individual performance, contribution to the Company and overall Company financial results, while remaining within a reasonable range of market overall.

In determining awards, the CEO and the Compensation Committee also consider the overall use of shares and costs for the Company. As a result, some executives may receive grants below the midpoint of the applicable range in order to allow awards above the midpoint to others. A below-midpoint award does not necessarily indicate any perceived shortcoming in an executive’s performance.

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The multiples applicable to the NEOs’ 2013 target long-term incentive awards are shown in the following table.

Long-Term Incentive Compensation Opportunities as a Multiple of Base Salary

NEO		Long-Term Incentive Award Range (as a multiple of base salary)				Long-Term Incentive Award (as a multiple of base salary)				Total Grant Date Value of Long-Term Incentive Award (in 000’s)
Douglas W. Stotlar			300% – 400%				300%			$	2,385,062
Stephen L. Bruffett			175% – 225%				210%			$	945,034
Robert L. Bianco, Jr.			175% – 225%				200%			$	860,026
Stephen K. Krull			175% – 225%				185%			$	740,006
W. Gregory Lehmkuhl			175% – 225%				210%			$	945,034

Based on its assessment of competitive market practices and the recommendation of the independent compensation consultant, the Compensation Committee increased the long-term incentive award range applicable to Mr. Stotlar in 2013 from 250% – 350% to 300% – 400%. Despite this increase, Mr. Stotlar’s 2013 target long-term incentive compensation was set at 300% of his annual base salary, which is below the mid-point of the range and unchanged from 2012. For 2013, although still within range, above-midpoint long-term incentive opportunities were provided to Messrs. Bruffett and Lehmkuhl in recognition of the scope of responsibility for their respective roles.

How does the Compensation Committee determine which equity vehicles are granted to the NEOs?

Given the pay-for-performance nature of our executive compensation program, the Compensation Committee included performance share plan units (PSPUs) in the mix of long-term equity incentive compensation awards granted to NEOs in February 2013. In determining the types of long-term incentive awards to be granted, the Compensation Committee considered factors such as the alignment of executive and shareholder interests, the competitive practices of our peers, the motivational and retention values of the awards and share utilization. The Compensation Committee believes that when taken together, the 2013 equity mix of PSPUs and restricted stock units (RSUs) provide a balanced mix of long-term incentive awards that align the interests of executives with those of shareholders.

The Compensation Committee believes that PSPUs, which have a three-year performance period, effectively focus executives on performance metrics that are linked to the long-term financial objectives of the Company and appropriately expose executives to the risk of no award if certain threshold performance goals are not met. The Compensation Committee also believes that RSUs, which are subject to three-year cliff vesting, ensure that executives are aligned with shareholders by incentivizing executives to take a longer-term perspective when managing the Company’s businesses.

The Compensation Committee also views PSPUs and RSUs, which have a three-year performance period and three-year vesting period, respectively, as providing important motivational and retention benefits. The 2013 PSPU and RSU awards are subject to the Company’s retention policy described under “Executive Summary — Corporate Governance Framework” and are expected to assist the NEOs in meeting the Company’s stock ownership guidelines also described under “Executive Summary — Corporate Governance Framework.” Compliance with the guidelines will result in the NEOs building meaningful equity positions in the Company, thereby further aligning their interests with the interests of other shareholders.

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The Compensation Committee chose to allocate 50% of the total equity grant value for each NEO in the form of PSPUs and 50% of the total equity grant value in the form of RSUs. Given the Company’s pay-for-performance philosophy, the Compensation Committee felt that it was important to award at least half of the total equity grant value in the form of performance-based equity awards that are tied to specific performance metrics. In order to encourage executives to build their stock ownership in the Company and to align their interests with the interests of the Company’s shareholders, the Compensation Committee felt that it was appropriate to grant the remaining 50% of the total equity grant value in the form of RSUs.

How does the Compensation Committee determine the exact number of PSPUs and RSUs to grant to each NEO?

The number of long-term incentive awards to be granted to each NEO is calculated using (i) the total grant date value as shown in the table above, (ii) the Compensation Committee’s allocation of this total dollar value among types of awards (e.g., for 2013, PSPUs (50%) and RSUs (50%)), and (iii) the closing price of the Company’s common stock on the grant date.

What are the performance metrics for the 2013 PSPU awards made to NEOs in February 2013?

The PSPUs granted in February 2013 are for a three-year performance period covering 2013-2015 and vest at the end of that period subject to achievement of pre-established threshold, target, and maximum performance goals. The Committee defined the objective of the PSPUs as rewarding executives for maintaining an acceptable level of profit growth over a multi-year period and throughout the cycles of our business. With respect to these PSPUs, the Committee selected Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) as the performance metric for evaluating long-term profit growth. EBITDA was selected as the performance metric because the Compensation Committee felt that it is a widely-used measure of the economic value of businesses similar to the Company and is less sensitive to exogenous factors over the business cycle than other metrics, such as net income or earnings per share, making it a more meaningful metric.

In addition to EBITDA, the Committee is focused on ensuring that management achieves a reasonable rate of return on the capital employed in the business to generate growth. As a result, the Committee also evaluates return on invested capital (“ROIC”) in setting the EBITDA performance goal for the PSPU awards.

With respect to EBITDA growth, the Compensation Committee chose the Company’s 3-year average EBITDA growth as the performance measure. For the 2013-2015 performance period, the 3-year average EBITDA growth will be calculated at the end of the performance period as the average of the annual EBITDA growth rates during the three-year performance period.²

How did the Compensation Committee determine the performance goals for the 2013 PSPUs?

Numerical performance goals are set for threshold, target and maximum performance levels. For performance between threshold and target performance levels, or target and maximum performance levels, the actual payout is determined by interpolation. The maximum PSPU payout that an executive can receive is 200% of the target number of shares.

Among the factors the Compensation Committee considered when setting the performance goals were the cyclical nature of the Company’s business, the Company’s financial performance

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How difficult will it be to achieve the performance goals for the 2013 PSPU awards?

The Compensation Committee established the performance goals to encourage strong, focused performance. The target payout level is designed to be achievable with strong management performance over our business cycle and favorable economic conditions, while payout at the maximum level is designed to be very difficult to achieve. Both the target and maximum payout levels are designed to reflect financial performance that is rewarding to shareholders.

Retirement Benefits

401(k) Savings Plans

The Company maintains 401(k) plans to provide employees with an opportunity to accumulate benefits for retirement. These broad-based plans are not limited to executives as many other Company employees are eligible to participate.

For additional information regarding Company contributions to the 401(k) accounts of the NEOs, see the “2013 Summary Compensation Table” and accompanying footnotes.

Defined Benefit Pension Plans

In addition to the Company’s 401(k) savings plans, certain executives were previously eligible to participate in the Company’s broad-based defined benefit pension plans. These plans were closed with respect to new participants, effective December 31, 2006, and the Company ceased credited service accruals under these plans after December 31, 2006. The Company also amended its defined benefit pension plans to provide that a participant’s average final compensation (which is used when determining benefits available under the plans) will only take into account compensation paid through April 2009.

For additional information regarding the pension benefits available to the NEOs, see the “2013 Pension Benefits” table below and the narrative that follows that table.

Non-Qualified Supplemental Plans

Employees of the Company (including the NEOs) who are subject to federal tax law limits on the compensation that can be taken into account for the 401(k) plans and defined benefit pension plans also participate in non-qualified supplemental plans maintained by the Company. Plan participants receive benefits under the supplemental plans that they would have received under the defined benefit pension plans and 401(k) plans if not for the federal tax law limits. The Company maintains the supplemental plans in order to provide competitive post-retirement benefits. For additional information, see the “2013 Nonqualified Deferred Compensation” table and the “2013 Pension Benefits” table below.

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Deferred Compensation Plans

The Company provides eligible highly compensated key employees the opportunity to defer receiving a portion of their compensation until after termination of employment. The deferred compensation plans provide an additional tax-deferred vehicle to save for retirement. The Company does not make contributions to the deferred compensation plans on behalf of executives or other participants in the plans. The Company’s obligation to pay such deferred compensation account balances is unsecured.

For additional information regarding the deferred compensation accounts of the NEOs, see the “2013 Nonqualified Deferred Compensation” table below.

Post-Employment Compensation

The Compensation Committee believes that severance benefits and change-in-control benefits are necessary to attract and retain the high-performing executives that the Company seeks for its most senior positions. In addition, the Compensation Committee believes that change-in-control benefits reduce the risk to individual executives if the Company or a business unit is merged with or sold to another group or entity, thereby allowing such executive to favorably present the Company and negotiate such transactions in the interests of shareholders without the distraction of their personal concerns or interests. For non-change-in-control terminations, the Committee believes that by eliminating the need for negotiations upon a separation of service, a pre-determined severance arrangement reduces the potential costs to shareholders and increases the likelihood of an amicable separation when management changes are needed. The Company does not have employment agreements with the NEOs. Under the Company’s non-change-in-control and change-in-control executive severance programs, each of the NEOs has severance agreements with the Con-way company that employs the NEO.

The non-change-in-control severance agreements provide for severance benefits to be paid upon a termination of employment, other than in connection with a change in control or for cause, and for partial vesting of equity awards. The change-in-control severance agreements provide for severance benefits to be paid in the event of a qualifying termination in connection with a change in control. The levels of benefits payable to the NEOs under these agreements were determined based on comparative market data supplied by the independent compensation consultant to the Compensation Committee at the time of the agreement.

Additional information regarding the Company’s non-change-in-control and change-in-control executive severance programs, as well as a table showing the payments and benefits that the NEOs would have been eligible to receive under the severance programs if a qualifying termination of employment had occurred on December 31, 2013, can be found under “Other Potential Post-Employment Payments” below.

Perquisites

The Company provides limited perquisites, which currently include eligibility to participate in the Company’s car program and the Flexible Perquisites Program (FPP). Participation in the Company’s car program is not limited to executives and participation in the FPP is not limited to NEOs. Under the FPP, which was reinstated in January 2013 after being suspended in March 2009, executives are entitled to receive $8,000 per year (before tax withholding) to use for expenses that the Company does not reimburse, which includes obtaining a required executive physical and services such as tax preparation, estate and financial planning, long-term care insurance or other benefits, at the discretion of the executive.

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Tax Considerations

Federal tax law limits the deductibility by the Company of “non-performance based compensation” paid to the CEO and the three other most highly compensated executives, other than the CFO (the “covered employees”). All amounts of non-performance based compensation in excess of the annual statutory maximum of $1 million per covered employee are not deductible. The Company’s general policy is, where feasible, to structure incentive compensation paid to the covered employees so that it qualifies as “performance-based compensation,” which is exempt from the $1 million annual cap and thus is deductible for federal income tax purposes. Because the Compensation Committee also recognizes the need to retain flexibility to make compensation decisions that may not meet the standards of “performance-based compensation” when necessary to enable the Company to continue to attract, retain and motivate highly-qualified executives, it reserves the authority to approve potentially non-deductible compensation in appropriate circumstances.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis which appears in this Proxy Statement.

Based on the review and discussion referred to above, the Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement to be filed in connection with the Company’s 2014 Annual Meeting of Shareholders and incorporated by reference into the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

THE COMPENSATION COMMITTEE

Michael J. Murray		P. Cody Phipps
William J. Schroeder, Chairman		Chelsea C. White III

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Members of the Compensation Committee are all independent directors of the Company and have no other relationships with the Company and its subsidiaries.

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EXECUTIVE COMPENSATION TABLES

2013 SUMMARY COMPENSATION TABLE

The following table provides information regarding the compensation of the Company’s Chief Executive Officer, Chief Financial Officer, and the three other most highly-compensated executive officers serving as executive officers of the Company as of December 31, 2013 (collectively, the “NEOs”).

Name and Principal Position		Year				Salary ($)				Bonus ($)				Stock Awards ($)(3)				Option Awards ($)				Non-Equity Incentive Plan Compensation ($)(4)				Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5)				All Other Compensation ($)(6)				Total ($)
D.W. Stotlar President & CEO			2013				798,086				—				2,300,591				—				546,582				—				144,866				3,790,125
			2012				773,087				—				2,293,016				—				996,989				428,011				112,218				4,603,321
			2011				677,651				—				803,451				1,251,056				616,303				627,871				50,692				4,027,024
S.L. Bruffett Exec. VP & CFO			2013				451,739				—				911,564				—				201,018				—				44,014				1,608,335
			2012				445,506				—				899,120				—				322,548				—				36,856				1,704,030
			2011				425,077				—				327,567				510,048				271,152				—				31,453				1,565,297
R.L. Bianco, Jr.(1) Exec. VP			2013				431,694				—				829,566				—				—				—				64,552				1,325,812
			2012				426,780				—				848,325				—				290,901				167,187				66,628				1,799,821
			2011				410,384				—				339,978				529,392				438,027				250,449				47,446				2,015,676
S.K. Krull Exec. VP, General Counsel & Secretary			2013				401,575				—				713,798				—				178,695				—				31,122				1,325,190
			2012				401,575				—				711,546				—				291,297				—				12,156				1,416,574
			2011				276,948				333,093				896,116				924,901				—				—				9,150				2,440,208
W.G. Lehmkuhl(2) Exec. VP			2013				448,087				—				911,564				—				239,622				—				50,382				1,649,655
			2012				401,575				—				769,224				—				281,957				26,008				36,923				1,515,687

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NEO		Change in Actuarial Present Value – Con-way Pension Plan ($)				Change in Actuarial Present Value – Con-way Supplemental Excess Retirement Plans ($)				Total Change ($)
D.W. Stotlar			(64,953	)			(208,601	)			(273,554	)
R.L. Bianco, Jr.			(55,973	)			(81,686	)			(137,659	)
W.G. Lehmkuhl			(20,124	)			(7,750	)			(27,874	)

On deferred compensation account balances that were credited with returns based on the Bank of America prime rate, no amounts were earned above 120% of the applicable federal rate. Other deferred compensation balances, as well as Supplemental Retirement Savings Plan (“SRSP”) account balances, are credited with returns based on the performance of one or more investment funds chosen by the NEO from a group of available funds, which are substantially the same funds as are made available in the Company’s tax-qualified 401(k) plans.

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2013 GRANTS OF PLAN-BASED AWARDS

The following table presents, for each of our NEOs, information regarding annual cash incentive awards and long-term equity incentive compensation awards granted in 2013 pursuant to our 2012 Equity and Incentive Plan. The actual amount of the annual cash incentive award received by each NEO for performance during 2013 is shown in the 2013 Summary Compensation Table above.

		Grant Date				Approval Date				Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1)												Estimated Future Payouts Under Equity Incentive Plan Awards(2)												All Other Stock Awards: Number of Shares of Stock or Units (#)(3)				All Other Option Awards: Number of Securities Underlying Options (#)				Exercise or Base Price of Option Awards ($/Share)				Grant Date Fair Value of Stock and Option Awards ($)(4)
Name										Threshold ($)				Target ($)				Maximum ($)				Threshold (#)				Target (#)				Maximum (#)
D.W. Stotlar Annual Executive Incentive Plan (XIP)											556,520				993,785				1,987,570				—				—				—				—				—				—				—
Performance Share Plan Unit Award			02/11/13				01/21/13				—				—				—				0				35,492				70,984				—				—				—				1,150,296
Restricted Stock Unit Award			02/11/13				01/21/13				—				—				—				—				—				—				35,492				—				—				1,150,296
S.L. Bruffett Annual Executive Incentive Plan (XIP)											176,403				315,006				630,011				—				—				—				—				—				—				—
Performance Share Plan Unit Award			02/11/13				01/21/13				—				—				—				0				14,063				28,126				—				—				—				455,782
Restricted Stock Unit Award			02/11/13				01/21/13				—				—				—				—				—				—				14,063				—				—				455,782
R.L. Bianco, Jr. Annual Executive Incentive Plan (XIP)											168,576				301,028				602,056				—				—				—				—				—				—				—
Performance Share Plan Unit Award			02/11/13				01/21/13				—				—				—				0				12,798				25,596				—				—				—				414,783
Restricted Stock Unit Award			02/11/13				01/21/13				—				—				—				—				—				—				12,798				—				—				414,783
S.K. Krull Annual Executive Incentive Plan (XIP)											156,814				280,025				560,050				—				—				—				—				—				—				—
Performance Share Plan Unit Award			02/11/13				01/21/13				—				—				—				0				11,012				22,024				—				—				—				356,899
Restricted Stock Unit Award			02/11/13				01/21/13				—				—				—				—				—				—				11,012				—				—				356,899
W.G. Lehmkuhl Annual Executive Incentive Plan (XIP)											174,520				311,642				623,284				—				—				—				—				—				—				—
Performance Share Plan Unit Award			02/11/13				01/21/13				—				—				—				0				14,063				28,126				—				—				—				455,782
Restricted Stock Unit Award			02/11/13				01/21/13				—				—				—				—				—				—				14,063				—				—				455,782

 

The amounts shown above in the “Estimated Possible Payouts Under Non-Equity Incentive Plan Awards” column reflect the amounts payable at threshold, target, and maximum achievement levels for the 2013 annual cash incentive awards. The performance goals applicable to the awards are discussed in the Compensation Discussion and Analysis above.

The performance share plan unit awards listed in the 2013 Grants of Plan-Based Awards Table are scheduled to vest on the third anniversary of the grant date, or February 11, 2016, subject to the Company’s achievement of performance goals relating to EBITDA, as described in the Compensation

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Discussion and Analysis under “Our Executive Compensation Program — Long-Term Equity Incentive Compensation Awards.” Except in the limited circumstances of death, disability, and retirement or in connection with a change in control, the performance share plan units will be forfeited if an executive leaves the Company prior to the end of the three-year period. Upon vesting, the performance share plan units are settled in shares of Company common stock. The performance share plan units do not pay dividend equivalents in the event that a dividend is declared on the Company’s common stock.

The restricted stock unit awards listed in the 2013 Grants of Plan-Based Awards Table are scheduled to vest on the third anniversary of the grant date, or February 11, 2016, and except in the limited circumstances of death, disability, and retirement or in connection with a non-change-in-control or change- in-control severance, provide for forfeiture of the restricted stock units if an executive leaves the Company prior to the end of the three-year period. Upon vesting, the restricted stock units are settled in shares of Company common stock. The restricted stock units do not pay dividend equivalents in the event that a cash dividend is declared on the Company’s common stock, but do pay dividend equivalents if stock dividends are declared.

Pursuant to Compensation Committee policy, awards of performance share plan units and restricted stock units are made after the close of the market on the third business day after the Company’s fourth quarter and full year earnings have been announced.

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OUTSTANDING EQUITY AWARDS AT 2013 FISCAL YEAR-END

The following table identifies the exercisable and unexercisable option awards and unvested stock awards for each of the NEOs as of December 31, 2013.

		Option Awards																				Stock Awards
Name		Grant Date				Number of Securities Underlying Unexercised Options (#) Exercisable				Number of Securities Underlying Unexercised Options (#) Unexercisable(1)				Option Exercise Price ($)				Option Expiration Date				Number of Shares or Units of Stock that have not Vested (#)(2)				Market Value of Shares or Units of Stock that have not Vested ($)(3)				Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#)(4)				Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested ($)(3)
D.W. Stotlar			2/11/2013				—				—				—				—				35,492				1,409,387				70,984				2,818,775
			2/7/2012				—				—				—				—				38,642				1,534,474				77,284				3,068,948
			2/7/2011				66,957				33,481				31.8900				2/7/2021				26,154				1,038,575				—				—
			2/9/2010				146,986				—				28.9200				2/9/2020				—				—				—				—
			1/26/2009				125,513				—				20.2700				1/26/2019				—				—				—				—
			1/28/2008				88,867				—				44.0900				1/28/2018				—				—				—				—
			1/29/2007				115,000				—				46.6500				1/29/2017				—				—				—				—
			1/22/2006				55,000				—				55.2000				1/22/2016				—				—				—				—
			4/25/2005				79,673				—				43.9300				4/25/2015				—				—				—				—
			12/17/2004				40,000				—				49.1100				12/17/2014				—				—				—				—
S.L. Bruffett			2/11/2013				—				—				—				—				14,063				558,442				28,126				1,116,883
			2/7/2012				—				—				—				—				15,152				601,686				30,304				1,203,372
			2/7/2011				27,297				13,651				31.8900				2/7/2021				10,663				423,428				—				—
			2/9/2010				40,435				—				28.9200				2/9/2020				—				—				—				—
			1/26/2009				30,376				—				20.2700				1/26/2019				—				—				—				—
			9/20/2008				10,000				—				50.3800				9/20/2018				—				—				—				—
R.L. Bianco, Jr.			2/11/2013				—				—				—				—				12,798				508,209				25,596				1,016,417
			2/7/2012				—				—				—				—				14,296				567,694				28,592				1,135,388
			2/7/2011				—				14,168				31.8900				2/7/2021				11,067				439,471				—				—
			1/28/2008				29,515				—				44.0900				1/28/2018				—				—				—				—
			1/29/2007				30,000				—				46.6500				1/29/2017				—				—				—				—
			1/22/2006				8,700				—				55.2000				1/22/2016				—				—				—				—
			1/24/2005				8,000				—				46.0200				1/24/2015				—				—				—				—
S. K. Krull			2/11/2013				—				—				—				—				11,012				437,287				22,024				874,573
			2/7/2012				—				—				—				—				11,991				476,163				23,982				952,325
			4/25/2011				—				21,005	(5)			37.4500				4/25/2021				24,700				980,837				—				—
W.G. Lehmkuhl			2/11/2013				—				—				—				—				14,063				558,442				28,126				1,116,883
			2/7/2012				—				—				—				—				12,963				514,761				25,926				1,029,521
			9/20/2011				2,347				2,274	(5)			25.1300				9/20/2021				1,592				63,218				—				—
			2/7/2011				—				4,819				31.8900				2/7/2021				5,646				224,203				—				—
			1/28/2008				6,052				—				44.0900				1/28/2018				—				—				—				—
			1/29/2007				6,500				—				46.6500				1/29/2017				—				—				—				—
			1/22/2006				3,000				—				55.2000				1/22/2016				—				—				—				—
			10/17/2005				8,000				—				51.7200				10/17/2015				—				—				—				—
			1/24/2005				4,300				—				46.0200				1/24/2015				—				—				—				—