The Role of
Say-On-Pay
Votes
As selected by our Stockholders at our 2017 Annual Meeting of Stockholders and approved by our Board, an advisory vote to
approve the compensation of our NEOs (
say-on-pay
proposal
) is held annually. At our 2017 Annual Meeting of Stockholders, approximately 96% of the votes cast on
the
say-on-pay
proposal were voted in favor of the proposal. The Compensation Committee believes the beneficiaries of our executives efforts should have a say in
how those executives are compensated and will continue to consider the outcome of votes on
say-on-pay
proposals when making future compensation decisions for our NEOs.
Compensation Philosophy and Objectives; Components of Executive Compensation
Our Compensation Committee establishes our compensation philosophy and oversees our executive compensation program. Our Board approves our
CEOs compensation.
Our fundamental goal is to create sustainable long-term value for our Stockholders. To help achieve this goal,
the primary objectives of our compensation program are to:
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attract, retain and motivate a committed, high-performing management team;
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align the interests of our executives with the long-term interests of our Stockholders by tying a portion of NEO compensation to equity-based awards; and
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drive the short-term performance required to create sustainable long-term value by providing incentives tied to superior performance.
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Our executive compensation program has reflected our unique circumstances and has served to balance risk and reward as we have strived to
restructure our balance sheet, return to profitability, and position the company for long-term stockholder value creation.
Determining Executive
Compensation
The Compensation Committee has primary responsibility for determining the compensation package for our NEOs. In making
its determinations, the Compensation Committee considers a variety of factors, including the Companys operating performance and financial strength, the needs of the business to attract, motivate, and retain experienced executives, the unique
skills and abilities of individual executives, competitive market data and advice provided by the Compensation Committees independent consultant, and additional information and recommendations made by our CEO and other members of our executive
leadership. Our CEO does not make recommendations with respect to his own compensation or participate in the deliberations regarding the setting of his own compensation.
The Role of Benchmarking
The Compensation Committee has not engaged in benchmarking any specific elements of compensation paid to our NEOs because, in part, it believed
that no other companies suitable for benchmarking faced similar circumstances as we did. Nonetheless, the Compensation Committee recognizes that our success is dependent on our ability to attract and retain skilled executive officers and that the
Company is at risk for employees leaving our Company to join our known competitors where compensation packages may be more attractive. Thus, the Compensation Committee does review and consider the compensation paid by our known competitors, in terms
of the elements of pay, total available pay opportunities and compensation actually received, in each case with the goal of establishing executive compensation packages that will be attractive to our NEOs and competitive with those companies in our
identified peer group. In this regard, the Compensation Committee has requested and reviewed competitive market pay information from its independent consultants from time to time, including from its independent consultant, Pearl Meyer, in 2015, 2016
and 2017.
30
The competitive market data provided by Pearl Meyer was based, in part, on the following
peer group that was developed by Pearl Meyer and approved by the Compensation Committee:
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ArcBest Corporation
C.H. Robinson Worldwide, Inc.
XPO Logistics, Inc.
Expeditors International of Washington, Inc.
Roadrunner Transportation Systems, Inc.
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Hub Group, Inc.
J.B. Hunt Transport Services, Inc.
Landstar System, Inc.
Old Dominion Freight Line, Inc.
Saia, Inc.
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Ryder System, Inc.
Knight-Swift Transportation Holdings Inc.
Universal Logistics Holdings, Inc.
Werner Enterprises, Inc.
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Based on the competitive market data of the peer group of companies listed above, the Compensation Committee
focuses on providing a competitive compensation package that will allow us the opportunity to attract and retain key executive personnel. While we compete with a number of the companies in the peer group above for talent, the Compensation Committee
recognizes that there are fundamental differences in our operating and capital structure compared to the peer group of companies listed above that cause our operating results and financial performance to differ from the peer group companies. This is
the case even where the industry and our business operations are similar. These differences include, but are not limited to, our collective bargaining agreements and related benefit funding obligations, each of which places us at a competitive
disadvantage. We also remain challenged by our significant level of indebtedness, despite ongoing and deliberate actions of the current management team to continue reducing the debt incurred by their predecessors in the
mid-2000s
and
de-risking
our balance sheet.
The Role of
Consultants
The Compensation Committee has the exclusive authority to engage an independent compensation consultant and to direct the
work of any such consultant selected. In each of 2015, 2016 and 2017, after considering the independence criteria established by the SEC, the Compensation Committee engaged Pearl Meyer as its independent consultant. Pearl Meyer reports directly to
the Compensation Committee and provides no other services to the Company. See
Structure and Functioning of the BoardBoard CommitteesCompensation Committee Interaction with Compensation Consultants
for additional information.
Performance Measures Used in Our Incentive Program
We used Adjusted EBITDA (in dollars) and revenue as the primary performance measures for our cash incentive program in 2017. Adjusted EBITDA,
which weighted at 75% of the short-term program, is an important and commonly used measure in our industry and by our management to evaluate our core operating performance and a key component of our credit agreement financial covenants. The
Compensation Committee believes Adjusted EBITDA is an appropriate performance goal for incentive compensation because improvement in our core operating performance and compliance with the financial covenants are imperative for our short-term and
long-term success. In addition, revenue was weighted at 25% of the short-term program, and we also considered unlevered free cash flow and safety as supplemental performance measures for discretionary adjustments to our cash incentive program.
Adjusted EBITDA and unlevered free cash flow are
non-GAAP
measures. Defined in our credit facilities
as Consolidated EBITDA, Adjusted EBITDA is a measure that reflects our earnings before interest, taxes, depreciation, and amortization expense, and is further adjusted for, among other things, letter of credit fees, equity-based
compensation expense, net gains or losses on property disposals, restructuring professional fees and other transaction costs related to issuances of debt,
non-recurring
consulting fees, expenses associated
with certain lump sum payments to our union employees and the gains or losses from permitted dispositions and discontinued operations. Adjusted EBITDA is an important measure used by management in evaluating our core
31
operating performance and, as such, is deemed an appropriate measure by our Compensation Committee in measuring our executives performance. Unlevered free cash flow is defined as our
operating cash flow minus gross capital expenditures and excludes restructuring costs and interest payments on our indebtedness.
Description of
Compensation Components
Base Salary
Base salary for our NEOs considers their experience, level of responsibility, peer group comparisons and internal pay equity considerations
among executive officers.
2017 Annual Incentive Plan (2017 AIP)
The purpose of our 2017 AIP was to motivate and reward executives for short-term improvements in Adjusted EBITDA, revenue and other measures
that contribute to steady increases in stockholder value. Revenue was added as a performance metric under the 2017 AIP to better align with the performance metrics of the Companys industry peers. The Compensation Committee established 2017
performance targets that it believed would be challenging to achieve based on the business forecast information that was available to the Compensation Committee in early 2017.
Each incentive pool of the 2017 AIP would be funded only upon achievement of the
pre-determined
applicable threshold level of Adjusted EBITDA, measured at the Company level (
Consolidated
) and at YRC Freight and Regional Transportation operating levels (collectively,
Plan Levels
), as applicable for each pool. In 2017, if we
achieved the threshold level of Adjusted EBITDA and the threshold level of revenue for each of the Plan Levels, the overall incentive pool would have been $0, and if we achieved target level of Adjusted EBITDA and target level of revenue for each of
the Plan Levels, the overall incentive pool would have been $7.9 million. If we achieved the maximum level of Adjusted EBITDA and the maximum level of revenue for each of the Plan Levels, the overall incentive pool would have been
$15.8 million. The overall potential incentive pool would be determined on a linear basis between threshold and maximum, weighing Adjusted EBITDA at 75% and revenue at 25%.
The following were the threshold, target and maximum Adjusted EBITDA and revenue funding levels for 2017, the actual Adjusted EBITDA and
actual revenue levels achieved, and the associated funding earned for the year:
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Adjusted EBITDA
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2017 Actual
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Operating Level
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Threshold
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Target
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Maximum
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Adjusted EBITDA
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% of Target
Opportunity
Funded
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Consolidated
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$
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297.5 million
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$
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315.1 million
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$
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362.3 million
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$
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274.2 million
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%
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YRC Freight
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$
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140.1 million
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$
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158.5 million
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$
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190.2 million
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$
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137.8 million
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%
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Regional Transportation
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$
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142.3 million
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$
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158.1 million
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$
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189.8 million
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$
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136.4 million
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%
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Revenue
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2017 Actual
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Operating Level
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Threshold
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Target
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Maximum
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Revenue
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% of Target
Opportunity
Funded
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Consolidated
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$
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4,697.5 million
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$
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4,934.2 million
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$
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5,180.9 million
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$
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4,891.0 million
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%
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YRC Freight
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$
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2,958.9 million
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$
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3,079.5 million
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$
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3,387.5 million
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$
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3,067.9 million
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%
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Regional Transportation
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$
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1,739.3 million
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$
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1,854.6 million
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$
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2,040.1 million
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$
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1,823.4 million
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%
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Once the funding level of each pool is determined, the amount of incentives paid is further evaluated based
upon the following supplemental measures: unlevered free cash flow and safety, measured at the Consolidated, YRC Freight, or Regional Transportation operating level, as applicable.
32
In February 2018, the Compensation Committee assessed our 2017 performance against the
pre-determined
performance targets. For 2017, we achieved Adjusted EBITDA below the threshold levels at all operating levels, and, therefore, we did not achieve the performance necessary for funding the consolidated
incentive pool under the 2017 AIP.
2017 Long-Term Incentive Plan (2017 LTIP)
Our 2017 LTIP uses equity incentive awards to motivate greater longer term performance and to provide retention incentives for our key
employees. Equity incentive awards also serve to align executive and stockholder interests and create retention incentives for key employees.
Our 2017 LTIP equity incentive award consisted solely of a grant of time-based restricted stock in the following amounts (expressed as a
percentage of base salary): Mr. Welch, 150%; Messrs. Hall, Hawkins and Moshier and Ms. Fisher, 50%. See
Executive CompensationSummary Compensation Table
for additional information regarding the 2017 grants. The restricted
shares will cliff vest 100% on February 14, 2020. For 2017, performance stock units were not part of our executive compensation program. The portion of
non-performance
related equity compensation remains
at 50% of salary (or 150% for Mr. Welch), whereas equity was awarded at approximately double that amount in 2016 when equity compensation was comprised of both time-vested awards and performance awards.
Benefit Plans
All NEOs are eligible to
participate in our health and welfare plans, including those providing medical, pharmacy, dental, vision, life insurance and accidental death and dismemberment benefits, on the same basis as our other
non-union
employees. Our NEOs pay the same price for their elected benefits as other
non-union
employees. Pursuant to Mr. Welchs severance agreement, we pay
the premiums for his medical and dental coverage under our health and welfare plans, and he is provided with a $500,000 term life insurance policy.
Our NEOs may participate in our defined contribution 401(k) plan, a
tax-qualified
retirement savings
plan. The Tax Code limits the contributions NEOs and other highly-compensated employees can make to the 401(k) plan. Between January 1, 2017 and June 30, 2017, we made nondiscretionary matching cash contributions equal to 50% of
participant contributions up to a maximum employer contribution of 2% of a participants eligible salary or wages. As of July 1, 2017, we make nondiscretionary matching cash contributions equal to 50% of participant contributions up to a
maximum employer contribution of 3% of a participants eligible salary or wages.
We sponsor two qualified defined benefit pension
plans for employees of our Company and certain participating subsidiaries who commenced employment prior to January 1, 2004. We froze benefit accruals under these plans on July 1, 2008. Messrs. Welch and Hawkins participate in the
Yellow Corporation Pension Plan, and Mr. Moshier participates in the Roadway Pension Plan, based upon their service prior to that date. See
Executive CompensationPension Benefits
for a discussion of these qualified pension plans.
Severance Policy and Other
Termination-of-Employment
Benefits
In February 2015, the Compensation Committee adopted a new severance policy (
Severance Policy
) to establish post-termination
compensation to corporate and operating company executives. The Severance Policy provides that to be eligible for any post-termination compensation, the employee must first execute a separation agreement containing appropriate confidentiality and
other provisions. The terms of these agreements may vary in the Compensation Committees discretion. Executive officers who are not party to a severance agreement will be entitled to a severance of 18 months salary, vice presidents and
above will be entitled to six months salary and directors will be entitled to three months salary, payable in regular installments over the specified period. Severance is payable under the Severance Policy only upon involuntary
termination without cause.
Change-in-control
related severance amounts are paid in a lump sum.
33
The period during which the executive receives post-termination compensation, or the
Inactive Employment Period
, begins 60 days following termination. During this period, the terminated executive may elect to receive COBRA continuation coverage at the rate payable by other terminated
non-union
employees through the end of the Inactive Employment Period or until the terminated executive becomes entitled to other employer-provided health plan coverage, however the Company does not reimburse
such coverage. The terminated executives other benefits (pension, 401(k), disability, incentive compensation, etc.) cease on the termination date.
Recipients of equity incentive awards may be entitled to accelerated or prorated vesting of those awards under certain circumstances.
Beginning with equity awards granted in 2015, unvested equity awards will not vest upon a Change of Control (as defined in the applicable award agreement) unless there is a termination without Cause (as defined in the applicable award agreement) or
a resignation for Good Reason (as defined in the applicable award agreement) within 12 months of the Change of Control. See
Executive CompensationPotential Payments upon Termination or Change of ControlEquity Award Agreements
.
At December 31, 2017, the Severance Policy and other
termination-of-employment
benefits were applicable to Ms. Fisher and Messrs. Hall, Hawkins and Moshier, but not Mr. Welch who was party to a severance
agreement. See
Executive CompensationPotential Payments upon Termination or Change of ControlWelch Severance Agreement
.
Compensation Decisions for 2018
In
establishing the 2018 executive compensation program, the Compensation Committee continued the market-based programs that were established in 2015, with some limited modifications that are designed to reward executive performance in promoting
retention, implementing longer-term strategies and achieving operational goals.
Compensation components will include (i) base
salary, (ii) annual cash incentive compensation as short-term incentive compensation and (iii) equity-based compensation as long-term incentive compensation.
The 2018 Annual Incentive Plan (
2018 AIP
) is funded on the basis of Adjusted EBITDA performance, as in prior years. Also, like the 2017
AIP, the payout thereunder is based on Adjusted EBITDA performance weighted at 75% and 2018 revenue performance weighted at 25% relative to
pre-determined
goals as established by the Compensation Committee. It
will be funded in approximately the same amounts as the 2017 AIP.
The 2018 Long-Term Incentive Plan (
2018 LTIP
) will consist of
time-based restricted stock awarded under our Amended and Restated 2011 Incentive and Equity Award Plan (
Amended 2011 Plan
), which vests ratably over three years.
The following sets forth the 2018 incentive compensation structure for our NEOs at target:
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2018 AIP (1)
% Base Salary
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2018 LTIP (2)
% Base Salary
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2018 Target
Pay Mix
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Continuing NEO
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Base Salary
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AIP
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LTIP
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James L. Welch (3)
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275
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%
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%
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27
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%
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73
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%
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%
|
Stephanie D. Fisher
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150
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%
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|
50
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%
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33
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%
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|
50
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%
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|
17
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%
|
Justin M. Hall
|
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|
150
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%
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|
50
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%
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33
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%
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|
|
50
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%
|
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|
17
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%
|
Darren D. Hawkins
|
|
|
150
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%
|
|
|
100
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%
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29
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%
|
|
|
42
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%
|
|
|
29
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%
|
Howard C. Moshier
|
|
|
150
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%
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|
|
50
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%
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|
33
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%
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50
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%
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|
|
17
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%
|
(1)
|
The maximum incentive for the 2018 AIP is 200% of the target amount for each NEO.
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(2)
|
Represents the target amount of time-based restricted stock. The actual value of the award will depend on the Companys stock price performance.
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(3)
|
Mr. Welchs payout will be prorated based on actual results for the full year. In anticipation of his upcoming retirement, Mr. Welch did not receive a 2018 LTIP award. See
Executive
CompensationExecutive AgreementsWelch Stock Agreement
.
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34
The Compensation Committee believes that (1) the 2018 NEO compensation structure is
market competitive, (2) the pay mix emphasizes variable compensation over fixed compensation, (3) the variable pay will serve to link pay with performance and align executive and stockholder interests and (4) the program will allow
the Company to continue attracting and retaining management talent.
Executive Stock Ownership Policy
In February 2018, we implemented a new executive stock ownership policy that requires certain officers to own the number of shares of our
Common Stock equal to the fixed number of shares owned at the time the policy was adopted or at the time the new executive is added to the policy. All executive officers are subject to the executive stock ownership policy. The required salary
multiple for each such executive is 1.5, except for our CEO, whose required salary multiple is 3.0. Each executive must comply with the executive stock ownership policy by the later of the fifth anniversary of its adoption or on the date the
individual is promoted or hired as an executive officer. Prior to the fifth anniversary, the executive officer may only sell to the extent he or she holds at least 50% of his or her total holding requirement after giving effect to the sale. The
minimum share ownership guidelines are intended in part to ensure that executive officers have a financial stake in the Company that is aligned with that of our Stockholders.
The previous executive stock ownership guidelines required certain officers to own the number of shares of our Common Stock equal to the
lesser of (a) a market value equal to a specified multiple of base salary and (b) the fixed number of shares owned at the time the guidelines were adopted or at the time a new executive was promoted or hired as an executive officer. In
addition, the required salary multiple for each such executive was 3.0, except for our CEO, whose required salary multiple was 6.0. Prior to the implementation of the new executive stock ownership policy described above, all executive officers were
subject to the previous executive stock ownership guidelines.
Incentive Compensation Recovery Policy
In December 2007, the Compensation Committee adopted an executive compensation recovery policy that allows the Compensation Committee, in its
sole discretion, to recover from executive officers any annual and long-term incentive compensation that is based upon financial statements required to be restated as a result of errors, omissions or fraud, regardless of whether an executive officer
causes the restatement. The incentive compensation subject to recovery is that which exceeds the compensation that would otherwise have been granted based upon the restated financial results, but only to the extent of unvested or deferred equity
awards. The Compensation Committee will consider the impact of taxes previously paid or withheld when determining whether, and to what extent, to recover incentive compensation.
Section 10D of the Exchange Act, enacted as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, requires
public companies to recover, on a
no-fault
basis, incentive compensation amounts based upon financial results that are required to be restated due to material noncompliance with financial reporting
requirements, and directs the SEC to adopt rules providing for such recoveries. The SEC has yet to adopt its Section 10D rules. Mr. Welchs severance agreement with the Company provides that equity incentive awards made thereunder
would be subject to clawback under Section 10D upon adoption of the SECs Section 10D rules. The Compensation Committee intends to update its clawback policy accordingly when the new rules are adopted.
Limitations on Deductibility of Executive Compensation
Section 162(m) of the Tax Code limits the Companys ability to deduct certain compensation in excess of $1 million paid to our
CEO and to certain of our other NEOs. For 2017 compensation, this limitation does not apply to compensation that qualifies under applicable regulations as performance-based. The Compensation Committee considers Section 162(m) when
making compensation decisions, but reserves its discretion to award compensation that is not deductible when necessary to achieve other compensation objectives.
35
Outstanding Equity Awards at Fiscal
Year-End
The following table describes the outstanding stock awards for each NEO who had outstanding awards as of December 31, 2017.
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Stock Awards
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Name
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Number of
Shares or Units
of Stock That
Have Not Vested
(#)
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Market Value of
Shares or Units
of Stock That
Have Not
Vested
($) (1)
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Equity Incentive
Plan Awards:
Number
of
Unearned Shares,
Units or Other
Rights That Have
Not Vested
(#)
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Equity Incentive Plan
Awards: Market or
Payout Value
of
Unearned Shares,
Units or Other Rights
That Have Not Vested
($)
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James L. Welch
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Restricted Stock (2)
|
|
|
219,724
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|
|
|
3,159,631
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|
|
|
|
|
|
|
|
Performance Stock Units (3)
|
|
|
46,252
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|
|
|
665,104
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|
|
|
|
|
|
|
|
|
|
|
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|
Stephanie D. Fisher
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Stock (2)
|
|
|
22,903
|
|
|
|
329,345
|
|
|
|
|
|
|
|
|
|
Performance Stock Units (3)
|
|
|
4,350
|
|
|
|
62,553
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Justin M. Hall
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Stock (2)
|
|
|
30,617
|
|
|
|
440,272
|
|
|
|
|
|
|
|
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|
|
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|
|
|
Darren D. Hawkins
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Stock (2)
|
|
|
41,899
|
|
|
|
602,508
|
|
|
|
|
|
|
|
|
|
Performance Stock Units (3)
|
|
|
8,164
|
|
|
|
117,398
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Howard C. Moshier
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Stock (2)
|
|
|
25,393
|
|
|
|
365,151
|
|
|
|
|
|
|
|
|
|
Performance Stock Units (3)
|
|
|
2,358
|
|
|
|
33,908
|
|
|
|
|
|
|
|
|
|
(1)
|
The market value of unvested restricted stock awards was calculated based on the per share closing price of our Common Stock of $14.38 on December 29, 2017 (the last business day of 2017).
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(2)
|
Represents unvested restricted Common Stock granted under the Amended 2011 Plan. For Mr. Welch, represents (i) 23,598 shares of restricted Common Stock granted on March 9, 2015, which vested on
February 23, 2018, (ii) 99,766 shares of restricted Common Stock granted on February 26, 2016, which vested or vest in two remaining equal installments on February 26, 2018 and February 26, 2019, and (iii) 96,360 shares of
restricted Common Stock granted on February 22, 2017, which cliff vest 100% on February 14, 2020.
|
For
Ms. Fisher, represents (i) 2,219 shares of restricted Common Stock granted on March 9, 2015, which vested on February 23, 2018, (ii) 9,977 shares of restricted Common Stock granted on February 26, 2016, which
vested or vest in two remaining equal installments on February 26, 2018 and February 26, 2019, and (iii) 10,707 shares of restricted Common Stock granted on February 22, 2017, which cliff vest 100% on February 14, 2020.
For Mr. Hall, represents (i) 15,985 shares of restricted Common Stock granted on June 1, 2016, which vest in two remaining equal
installments on June 1, 2018 and June 1, 2019, and (ii) 14,632 shares of restricted Common Stock granted on February 22, 2017, which cliff vest 100% on February 14, 2020.
For Mr. Hawkins, represents (i) 4,165 shares of restricted Common Stock granted on March 9, 2015, which vested
on February 23, 2018, (ii) 18,819 shares of restricted Common Stock granted on February 26, 2016, which vested or vest in two remaining equal installments on February 26, 2018 and February 26, 2019, and (iii) 18,915
shares of restricted Common Stock granted on February 22, 2017, which cliff vest 100% on February 14, 2020.
42
For Mr. Moshier, represents (i) 1,203 shares of restricted Common Stock granted on
March 9, 2015, which vested on February 23, 2018, (ii) 5,576 shares of restricted Common Stock granted on February 26, 2016, which vested or vest in two remaining equal installments on February 26, 2018 and
February 26, 2019, (iii) 5,086 shares of restricted Common Stock granted on February 22, 2017, which cliff vest 100% on February 14, 2020, (iv) 12,528 shares of restricted Common Stock granted on September 28, 2017, which vest in
three equal installments on September 28, 2018, September 28, 2019 and September 28, 2020, and (v) 1,000 shares of restricted Common Stock granted on August 18, 2014, which final installment vests on August 18, 2018.
(3)
|
Represents an award of unvested performance stock units granted under the Amended 2011 Plan pursuant to the 2015 LTIP. For Mr. Welch, represents 46,252 performance stock units granted on March 9, 2015, which
vested on February 23, 2018.
|
For Ms. Fisher, represents 4,350 performance stock units granted on
March 9, 2015, which vested on February 23, 2018.
For Mr. Hawkins, represents 8,164 performance stock units granted on
March 9, 2015, which vested on February 23, 2018.
For Mr. Moshier, represents 2,358 performance stock units granted on
March 9, 2015, which vested on February 23, 2018.
Stock Vested
The following table displays amounts received through restricted stock vesting during 2017.
|
|
|
|
|
|
|
|
|
|
|
Stock Awards
|
|
Name
|
|
Number of Shares
Acquired on
Vesting
(#) (1)
|
|
|
Value Realized on Vesting
($) (1)
|
|
James L. Welch
|
|
|
119,732
|
(2)
|
|
|
1,528,775
|
|
Stephanie D. Fisher
|
|
|
11,553
|
(3)
|
|
|
147,600
|
|
Justin M. Hall
|
|
|
7,992
|
(4)
|
|
|
76,004
|
|
Darren D. Hawkins
|
|
|
24,234
|
(5)
|
|
|
313,434
|
|
Howard C. Moshier
|
|
|
7,348
|
(6)
|
|
|
92,924
|
|
(1)
|
Values are based on the closing price of our Common Stock on the vesting date.
|
(2)
|
For Mr. Welch, includes vesting of 23,598 shares of restricted Common Stock granted on March 9, 2015, vesting of 49,882 shares of restricted Common Stock granted on February 26, 2016 and vesting of 46,252
performance stock units granted on March 9, 2015.
|
(3)
|
For Ms. Fisher, includes vesting of 2,218 shares of restricted Common Stock granted on March 9, 2015, vesting of 4,988 shares of restricted Common Stock granted on February 26, 2016 and vesting of 4,347
performance stock units granted on March 9, 2015.
|
(4)
|
For Mr. Hall, includes vesting of 7,992 shares of restricted Common Stock granted on June 1, 2016.
|
(5)
|
For Mr. Hawkins, includes vesting of 2,500 shares of restricted Common Stock granted on January 14, 2013, vesting of 4,164 shares of restricted Common Stock granted on March 9, 2015, vesting of 9,409
shares of restricted Common Stock granted on February 26, 2016 and vesting of 8,161 performance stock units granted on March 9, 2015.
|
(6)
|
For Mr. Moshier, includes vesting of 1,203 shares of restricted Common Stock granted on March 9, 2015, vesting of 2,787 shares of restricted Common Stock granted on February 26, 2016, vesting of 1,000
shares of restricted Common Stock granted on August 18, 2014 and vesting of 2,358 performance stock units granted on March 9, 2015.
|
43
OTHER MATTERS
Our Board does not intend to bring any other business before the Annual Meeting and is not aware that anyone else intends to do so. If any
other business comes before the Annual Meeting, it is the intention of the persons named as proxies in the enclosed form of proxy to vote in accordance with their best judgment.
58
10990 ROE AVENUE OVERLAND PARK, KS 66211 VOTE BY INTERNETwww.proxyvote.com Use the Internet to transmit your voting instructions
and for electronic delivery of information up until 11:59 P.M. Eastern Time (10:59 P.M. Central Time) on April 24, 2018. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create
an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and
annual reports electronically via
e-mail
or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to
receive or access proxy materials electronically in future years. VOTE BY
PHONE1-800-690-6903
Use any touch-tone telephone
to transmit your voting instructions up until 11:59 P.M. Eastern Time (10:59 P.M. Central Time) on April 24, 2018. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and
return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. We must receive your signed and dated proxy card by 11:59 P.M. Eastern Time (10:59 P.M. Central Time) on
April 24, 2018 in order to be counted. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E39238-P02678 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN
THIS PORTION ONLY YRC WORLDWIDE INC. ForWithhold For AllTo withhold authority to vote for any individual AllAll Exceptnominee(s), mark For All Except and write the The Board of Directors of
YRC Worldwide Inc. number(s) of the nominee(s) on the line below. (the Company) recommends a vote FOR all director matters nominees are listed proposed below by and the FOR Company. proposals 2 and 3. All ! !! 1.Election of Directors
(term expires 2019) Nominees: 01)Raymond J. Bromark 05)Michael J. Kneeland 02)Matthew A. Doheny 06)James L. Welch 03)Robert L. Friedman07)James F. Winestock 04)James E. Hoffman08)Patricia M. Nazemetz For Against Abstain 2.The ratification of the
appointment of KPMG LLP as the Companys independent registered public accounting firm for fiscal year 2018. !!! 3.Advisory vote to approve the compensation of our named executive officers.!!! NOTE: Such other business as may properly come
before the meeting or any adjournment or postponement thereof. For address changes and/or comments, please check this box and write them! on the back where indicated. Please indicate if you plan to attend this meeting.!! YesNo Please sign exactly as
name appears above. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or
other authorized officer. If a partnership, please sign in partnership name by authorized person. Signature [PLEASE SIGN WITHIN BOX]DateSignature (Joint Owners)Date
Website available 24 hours a day, 7 days a week ELECTRONIC DELIVERY Reduce paper mailed to your home and help
lower ACT NOW...ITS FAST & EASY YRC Worldwide Inc.s printing and postage costs! Just follow these 5 easy steps: ïµ Log www onto .icsdelivery the Internet .com at YRC Worldwide Inc. is pleased to offer the convenience
of viewing Proxy Statements, Annual Reports to Stockholders and Enter your 16 digit security code appearing on the related materials
on-line.
With your consent, we can stop sending ï¶ reverse side
paper copies of these documents beginning next year and until you notify us otherwise.ï· Enter your Social Security or Tax I.D. Number To participate, follow the easy directions on the right. You will receive ï¸ Enter your
e-mail
address notification when the materials are available for review. ï¹ which Enter a will PIN be number used for of electronic your choice voting Reminder: Electronic Voting is
also available. You may vote these shares by telephone or over the Internet. Voting electronically is quick, easy, and also saves the Company money. Just follow the instructions on your Proxy Card. Important Notice Regarding the Availability of
Proxy Materials for the Stockholder Meeting to Be Held on May 1, 2018: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. E39237-P02678 YRC WORLDWIDE INC. PROXY
ANNUAL MEETING OF STOCKHOLDERS, MAY 1, 2018 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints James L. Welch and James A. Fry, and each of them, with full power of substitution, proxies of the
undersigned to vote all shares of Common Stock and Series A Voting Preferred Stock of YRC Worldwide Inc., standing in the name of the undersigned or with respect to which the undersigned is entitled to vote, at the Annual Meeting of Stockholders of
YRC Worldwide Inc., to be held at the Companys Corporate Headquarters, 10990 Roe Avenue, Overland Park, Kansas, on May 1, 2018 at 10:00 a.m., Central Time, and at any reconvened meeting(s) after any adjournment(s) or postponement(s)
thereof. The undersigned acknowledges receipt of the Notice of Annual Meeting of Stockholders of YRC Worldwide Inc. and of the accompanying proxy statement and revokes any proxy heretofore given with respect to such meeting. THIS PROXY, WHEN
PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES FOR DIRECTOR, FOR PROPOSALS 2 AND 3, AND ACCORDING TO THE DISCRETION OF THE PROXIES
ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED POSTAGE-PAID ENVELOPE. Address Changes/Comments: (If you
noted any Address Changes/Comments above, please mark corresponding box on the reverse side.) (Continued and to be marked, dated and signed on the reverse side.)
10990 ROE AVENUE OVERLAND PARK, KS 66211 VOTE BY INTERNETwww.proxyvote.com Use the Internet to transmit
your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time (10:59 P.M. Central Time) on April 30, 2018. Have your proxy card in hand when you access the web site and follow the instructions to obtain
your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy
statements, proxy cards and annual reports electronically via
e-mail
or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted,
indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY
PHONE1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time (10:59 P.M. Central Time) on April 30, 2018. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign
and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. We must receive your signed and dated proxy card by 11:59 P.M. Eastern Time
(10:59 P.M. Central Time) on April 30, 2018 in order to be counted. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E39236-P02678 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED
AND DATED. DETACH AND RETURN THIS PORTION ONLY YRC WORLDWIDE INC. ForWithhold For AllTo withhold authority to vote for any individual AllAll Exceptnominee(s), mark For All Except and write
the The Board of Directors of YRC Worldwide Inc. number(s) of the nominee(s) on the line below. (the Company) recommends a vote FOR all director nominees listed below and FOR proposals 2 and 3. All ! !! matters are proposed by the
Company. 1.Election of Directors (term expires 2019) Nominees: 01)Raymond J. Bromark 05)Michael J. Kneeland 02)Matthew A. Doheny 06)James L. Welch 03)Robert L. Friedman07)James F. Winestock 04)James E. Hoffman08)Patricia M. Nazemetz For Against
Abstain 2.The ratification of the appointment of KPMG LLP as the Companys independent registered public accounting firm for fiscal year 2018. !!! 3.Advisory vote to approve the compensation of our named executive officers.!!! NOTE: Such other
business as may properly come before the meeting or any adjournment or postponement thereof. For address changes and/or comments, please check this box and write them ! on the back where indicated. Please indicate if you plan
to attend this meeting. ! ! Yes No Please sign exactly as name appears above. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners)
Date
Website available 24 hours a day, 7 days a week ELECTRONIC DELIVERY Reduce paper mailed to
your home and help lower YRC Worldwide Inc.s printing and postage costs! YRC Worldwide Inc. is pleased to offer the convenience of viewing Proxy Statements, Annual Reports to Stockholders and related materials
on-line.
With your consent, we can stop sending paper copies of these documents beginning next year and until you notify us otherwise. To participate, follow the easy directions on the right. You will receive
notification when the materials are available for review. ACT NOW ITS FAST & EASY Just follow these 5 easy steps: Log onto the Internet at ïµ www.icsdelivery.com Enter your 16
digit security code appearing on the ï¶ reverse side ï· Enter your Social Security or Tax I.D. Number ï¸ Enter your
e-mail
address Enter a PIN number of your choice
ï¹ which will be used for electronic voting Reminder: Electronic Voting is also available. You may vote these shares by telephone or over the Internet. Voting electronically is quick, easy, and also saves the Company money. Just follow the
instructions on your Proxy Card. Participants in the Teamster-National 401(k) Savings Plan have the right to direct the Board of Trustees of the Teamster-National 401(k) Savings Plan regarding how to vote the shares of YRC Worldwide Inc. common
stock attributable to these individual accounts at the Annual Meeting of Stockholders to be held May 1, 2018. Shares attributable to participant accounts will be voted as directed. If a participants vote is not received by April 24,
2018, shares attributable to that participants account will be voted in proportion to directions received from other plan participants. Participant votes are tabulated confidentially. Important Notice Regarding the Availability of Proxy
Materials for the Stockholder Meeting to Be Held on May 1, 2018: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. E39239-P02678 YRC WORLDWIDE INC. PROXY ANNUAL
MEETING OF STOCKHOLDERS, MAY 1, 2018 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints James L. Welch and James A. Fry, and each of them, with full power of substitution, proxies of the undersigned to
vote all shares of Common Stock of YRC Worldwide Inc., standing in the name of the undersigned or with respect to which the undersigned is entitled to vote, at the Annual Meeting of Stockholders of YRC Worldwide Inc., to be held at the
Companys Corporate Headquarters, 10990 Roe Avenue, Overland Park, Kansas, on May 1, 2018 at 10:00 a.m., Central Time, and at any reconvened meeting(s) after any adjournment(s) or postponement(s) thereof. The undersigned acknowledges
receipt of the Notice of Annual Meeting of Stockholders of YRC Worldwide Inc. and of the accompanying proxy statement and revokes any proxy heretofore given. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES FOR DIRECTOR, FOR PROPOSALS 2 AND 3, AND ACCORDING TO THE DISCRETION OF THE PROXIES ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED POSTAGE-PAID ENVELOPE. Address Changes/Comments: (If you noted any Address Changes/Comments above, please mark corresponding
box on the reverse side.) (Continued and to be marked, dated and signed on the reverse side.)