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8-KThe WireRoutine

Shareholder Vote

Filed May 9, 2023 · 3y ago · Accession 0000085961-23-000107

Plain English

Material event — a significant development the company must disclose promptly.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   FORM 8-K   CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2023   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 of Ryder System, Inc. (the "Company"), held on May 5, 2023, our shareholders voted as indicated below on the following proposals. All proposals other than Proposal 6 passed and each director nominee was re-elected. Proposal 1 - Election of eleven directors for a one-year term of office expiring at the 2024 Annual Meeting. Nominees For Against Abstain Robert J. Eck 32,335,627 6,618,140 62,458 Robert A. Hagemann 38,861,791 88,939 65,495 Michael F. Hilton 37,291,632 1,657,853 66,740 Tamara L. Lundgren 37,883,488 1,066,957 65,780 Luis P. Nieto, Jr. 36,846,430 2,101,844 67,951 David G. Nord 38,675,930 273,788 66,507 Robert E. Sanchez 37,062,830 1,902,221 51,174 Abbie J. Smith 37,561,412 1,399,137 55,676 E. Follin Smith 36,587,402 2,360,301 68,522 Dmitri L. Stockton 37,941,776 1,007,586 66,863 Charles M. Swoboda 38,638,987 309,515 67,723 Proposal 2 - Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered certified public accounting firm for the 2023 fiscal year. For Against Abstain 41,893,666 896,027 56,886 Proposal 3 - Approval, on an advisory basis, of the compensation of the Company’s named executive officers. For Against Abstain 37,084,379 1,839,206 92,640 Proposal 4 - Approval, on an advisory basis, of the frequency of the shareholder vote on the compensation of the Company's named executive officers. 1 Year 2 Years 3 Years Abstain 37,171,656 26,911 1,765,144 52,514 Proposal 5 - Approval of the amendment to the Amended and Restated 2019 Equity and Incentive Compensation Plan. For Against Abstain 35,232,691 3,682,877 100,657 Proposal 6 - Vote, on an advisory basis, on a shareholder proposal regarding independent board chair. For Against Abstain 14,670,649 24,197,826 147,750 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.   Date: May 9, 2023 RYDER SYSTEM, INC. (Registrant)   By: /s/ Robert D.Fatovic Name: Robert D. Fatovic Title: Executive Vice President, Chief Legal Officer & Corporate Secretary
Filing details
Ticker
R
CIK
85961
Form type
8-K
Filing date
May 9, 2023
Report date
May 5, 2023
Document
r-20230505.htm
Size
201 KB