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. ☐
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.
NomineesForAgainstAbstainBroker 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.
