UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
April 24, 2006
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Date of Report (Date of earliest event reported)
Con-way Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-5046 94-1444798
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation or Number)
organization)
2855 Campus Drive, Suite 300, San Mateo, California 94403
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(Address of principal executive offices)
(zip code)
Registrant's telephone number, including area code:
(650) 378-5200
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant
under any of the following provisions (see General Instruction A.2
below):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
At the Annual Meeting of Shareholders held on April 18, 2006,
the Company's shareholders approved the Con-way Inc. 2006
Equity and Incentive Plan. The Plan authorizes the issuance
of up to 6.2 million shares of the Company's common stock in
connection with stock option, restricted stock and other
awards made under the Plan. A copy of the Plan is attached
as Exhibit B to the Company's 2006 Proxy Statement, which was
filed with the Securities and Exchange Commission on March
17, 2006.
Item 2.02 Results of Operations and Financial Condition
On April 24, 2006, Con-way Inc. issued a press release
announcing results of operations for the quarter ended March
31, 2006, which is being furnished to the U.S. Securities and
Exchange Commission. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by
reference. The foregoing description of the press release is
qualified in its entirety by reference to such exhibit.
Item 3.01 Notice of Delisting or Failure to Satisfy a
Continued Listing Rule or Standard; Transfer of Listing
On April 24, 2006, the Board of Directors of Con-way Inc.
determined that the listing of the Company's common stock on
NYSE Arca (formerly known as the Pacific Exchange) is no
longer necessary for the benefit of the Company's
shareholders, and that the expense of listing the common
stock on NYSE Arca outweighs any value to shareholders. The
Board also authorized the Company to take the steps necessary
to withdraw the Company's common stock from listing on NYSE
Arca. On the same date, the Company sent a letter to NYSE
Arca, giving notice of the Company's intent to withdraw the
common stock from listing on NYSE Arca. The Company's common
stock will continue to be listed on the New York Stock
Exchange and registered under Section 12(b) of the Securities
Exchange Act of 1934.
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year
On April 18, 2006, the Company's Certificate of Incorporation
and By-laws were amended to reflect the change in the
Company's name from "CNF Inc." to "Con-way Inc."
Item 8.01 Other Events
At the Annual Meeting of Shareholders held on April 18, 2006,
the Company's shareholders approved an amendment to the
Company's Certificate of Incorporation, changing the name of
the Company from "CNF Inc." to "Con-way Inc."
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No. Description
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99 Earnings release issued on April 24, 2006.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
CNF Inc.
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(Registrant)
April 24, 2006 /s/ Jennifer W. Pileggi
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Jennifer W. Pileggi
Senior Vice President,
General Counsel & Secretary