YRC WORLDWIDE INC. (NASDAQ:YRCW) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02

On February22, 2017, the Compensation Committee (the Committee)
of the Board of Directors of YRC Worldwide Inc. (the Company)
adopted the Companys 2017 executive compensation program. The
2017 executive compensation program was adopted based on
consultation with, and upon the recommendation of, Pearl Meyer
Partners, the Committees executive compensation consulting firm.

The 2017 executive compensation program covers the Companys
senior executive officers, including James L. Welch (Chief
Executive Officer); Justin M. Hall (Chief Customer Officer),
Darren D. Hawkins (President YRC Freight); Scott D. Ware
(President USF Holland) and Stephanie D. Fisher (Acting Chief
Financial Officer).

Consistent with 2016 and previous years, the Companys executive
compensation consists of three primary elements: base salary, an
annual cash-based incentive plan (AIP), and a long-term
equity-based incentive plan (LTIP).

For 2017, the AIP and LTIP aggregate incentive-based award for
each of the above officers, at target, remains the same as 2016
as follows (expressed as a percentage of base salary): Mr.Welch,
425%; Messrs. Hall, Hawkins and Ware and Ms.Fisher, 200%. For
2017, the LTIP equity incentive award will consist 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 Ware and Ms.Fisher, 50%. The restricted
shares will cliff vest 50% on February14, 2020. The Committee
determined that the three-year cliff vesting, rather than vesting
over three years in equal tranches like in 2016, enhances
retention for the executives. For 2017, no performance stock
units were awarded. Rather, 50% of the performance-based award
will consist of the AIP in the following amounts at target
(expressed as a percentage of base salary): Mr.Welch 275%;
Messrs. Hall, Hawkins and Ware and Ms.Fisher, 150%. Revenue was
added as a performance metric under the LTIP for 2017 to better
align with the performance metrics of the Companys industry
peers. The 2017 AIP will fund based on the Companys achievement
of a specified threshold level of Adjusted EBITDA (defined in the
Companys credit facilities as Consolidated EBITDA) and Revenue,
weighted at 75% and 25%, respectively, and in each case measured
at the consolidated level and the YRC Freight and Regional
Transportation operating levels. To the extent the Company
achieves Adjusted EBITDA and/or Revenue greater than the
threshold amount, the AIP will fund and payout on a linear basis
up to a maximum bonus level with respect to each and weighted as
aforementioned.

Also on February22, 2017, the Committee approved an updated form
of Restricted Stock Agreement to reflect the cliff vesting
feature of the 2017 restricted stock awards.

Indicates management contract, compensation plan or arrangement

About YRC WORLDWIDE INC. (NASDAQ:YRCW)

YRC Worldwide Inc. (YRC Worldwide) is a holding company that, through its subsidiaries and its interest in a Chinese joint venture, offers a range of transportation services. The Company has a less-than-truckload (LTL) networks in North America with local, regional, national and international capabilities. It offers supply chain solutions enabling customers to ship industrial, commercial and retail goods. The Company operates through two segments: YRC Freight and Regional Transportation. The Company’s YRC Freight segment is focused on business opportunities in national, regional and international markets. YRC Freight provides for the movement of industrial, commercial and retail goods. The Company’s Regional Transportation segment is a transportation service provider focused on business opportunities in the regional and next-day delivery markets. Regional Transportation comprises USF Holland Inc. (Holland), New Penn Motor Express, Inc. (New Penn) and USF Reddaway Inc. (Reddaway).

YRC WORLDWIDE INC. (NASDAQ:YRCW) Recent Trading Information

YRC WORLDWIDE INC. (NASDAQ:YRCW) closed its last trading session up +0.02 at 12.58 with 827,783 shares trading hands.