Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 6, 2022
RYDER SYSTEM, INC.
(Exact name of registrant as specified in its charter)
Florida
1-4364
59-0739250
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
11690 NW 105th Street
33178
Miami,
Florida
(Zip Code)
(Address of principal executive offices)
Registrant’s telephone number, including area code: (305) 500-3726
Not Applicable
(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 obligation 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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
R
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
On May 10, 2022, Ryder System, Inc. (the "Company") filed a Current Report on Form 8-K (the "Initial 8-K") to report the results of its 2022 Annual Meeting of Shareholders. This Amendment is being filed solely to correct the formatting of the results of Proposal 1 in the Initial 8-K. Except for the formatting of the results of Proposal 1, all information, including voting totals and results, set forth in the Initial 8-K remains unchanged.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of Shareholders held on May 6, 2022, our shareholders voted as indicated below on the following proposals. All proposals other than Proposal 4 passed and each director nominee was re-elected.
1.Election of eleven directors for a one-year term of office expiring at the 2023 Annual Meeting.
Nominees
For
Against
Abstain
Broker Non-Votes
Robert J. Eck
38,035,929
3,236,857
58,901
4,291,090
Robert A. Hagemann
41,140,434
130,360
60,893
4,291,090
Michael F. Hilton
39,845,760
1,425,905
60,022
4,291,090
Tamara L. Lundgren
40,170,151
1,104,713
56,823
4,291,090
Luis P. Nieto, Jr.
39,395,647
1,875,757
60,283
4,291,090
David G. Nord
41,149,983
121,512
60,192
4,291,090
Robert E. Sanchez
38,770,766
2,279,143
281,778
4,291,090
Abbie J. Smith
39,286,995
1,987,623
57,069
4,291,090
E. Follin Smith
38,674,518
2,597,573
59,596
4,291,090
Dmitri L. Stockton
40,741,865
528,990
60,832
4,291,090
Hansel E. Tookes, II
38,685,176
2,586,114
60,397
4,291,090
2. Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered certified public accounting firm for the 2022 fiscal year.
For
Against
Abstain
Broker Non-Votes
44,109,806
1,429,013
83,958
—
3. Approval, on an advisory basis, of the compensation of the Company’s named executive officers.
For
Against
Abstain
Broker Non-Votes
39,181,537
2,059,706
90,444
4,291,090
4. Shareholder proposal regarding written consent.
For
Against
Abstain
Broker Non-Votes
2,482,676
34,545,762
4,303,249
4,291,090
SIGNATURE
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.