Definitive Additional Materials





Washington, D.C. 20549


Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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¨ Preliminary Proxy Statement


¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))


¨ Definitive Proxy Statement


x Definitive Additional Materials


¨ Soliciting Material Pursuant to §240.14a-12

YRC Worldwide Inc.


(Name of Registrant as Specified In Its Charter)



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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on November 30, 2011.




Meeting Information

      Meeting Type:              Annual Meeting
      For holders as of:         October 11, 2011
      Date:    November 30, 2011         Time: 10:00 a.m., Central Time
      Location:   Company’s General Office
        10990 Roe Avenue
        Overland Park, KS 66211





P.O. BOX 7563




You are receiving this communication because you hold shares and/or convertible notes in the above named company.


This is not a ballot. You cannot use this notice to vote these shares and/or convertible notes. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at or easily request a paper copy (see reverse side).


We encourage you to access and review all of the important information contained in the proxy materials before voting.




See the reverse side of this notice to obtain proxy materials and voting instructions.


— Before You Vote —

How to Access the Proxy Materials




Proxy Materials Available to VIEW or RECEIVE:




How to View Online:


Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit:


How to Request and Receive a PAPER or E-MAIL Copy:


If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:






3) BY E-MAIL*:


*  If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow LOGO (located on the following page) in the subject line.


Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before November 16, 2011 to facilitate timely delivery.


— How To Vote —

Please Choose One of the Following Voting Methods







Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares and/or convertible notes.



Vote By Internet: To vote now by Internet, go to Have the information that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.



Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.



Voting Items



The Board of Directors of YRC Worldwide Inc. (the “Company”) recommends a vote FOR all director nominees listed below, FOR proposals 2, 3, 4, 6 and 7, and 1 YEAR for proposal 5. All matters are proposed by YRC Worldwide Inc.


      6.   The ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2011.    
  1.   The election of directors          





01)    Raymond J. Bromark

02)    Matthew A. Doheny

03)    Robert L. Friedman

04)    James E. Hoffman


05)    Michael J. Kneeland

06)    James L. Welch

07)    James F. Winestock

    7.   The approval of the adjournment of the Annual Meeting, if necessary, to solicit additional proxies for proposals 2 or 3.    
  2.   The approval of the YRC Worldwide Inc. 2011 Incentive and Equity Award Plan, including the material terms of the performance goals under which compensation may be paid pursuant to Section 162(m) of the Internal Revenue Code 1986, as amended.    

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

  3.   The approval of the amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s Common Stock and to reduce the authorized shares of the Company’s Common Stock.            
  4.   A non-binding proposal to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement.            


  5.   A non-binding proposal recommending the frequency of future advisory votes on the compensation of the Company’s named executive officers.