RYDER SYSTEM, INC.0000085961false00000859612020-05-012020-05-01

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 7, 2021

 

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.    ☐

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Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Shareholders held on May 7, 2021, our shareholders voted as indicated below on the following proposals. All proposals other than Proposal 5 passed and each director nominee was re-elected.

1.Election of eleven directors for a one-year term of office expiring at the 2021 Annual Meeting.

Nominees						For						Against						Abstain						Broker Non-Votes
Robert J. Eck						42,998,121						1,591,304						52,729						3,860,034
Robert A. Hagemann						44,526,685						63,253						52,216						3,860,034
Michael F. Hilton						43,197,192						1,391,188						53,774						3,860,034
Tamara L. Lundgren						43,972,411						620,014						49,729						3,860,034
Luis P. Nieto						42,091,625						2,498,666						51,863						3,860,034
David G. Nord						44,528,732						59,794						53,628						3,860,034
Robert E. Sanchez						42,305,427						2,231,920						104,807						3,860,034
Abbie J. Smith						42,343,541						2,250,450						48,163						3,860,034
E. Follin Smith						41,362,008						3,224,752						55,394						3,860,034
Dmitri L. Stockton						43,497,034						1,088,111						57,009						3,860,034
Hansel E. Tookes, II						42,532,182						2,054,856						55,116						3,860,034

2. Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered certified public          accounting firm for the 2020 fiscal year.

For						Against						Abstain						Broker Non-Votes
47,200,268						1,246,365						55,555						3,860,034

3. Approval, on an advisory basis, of the compensation of the Company’s named executive officers.

For						Against						Abstain						Broker Non-Votes
40,655,837						2,402,472						1,583,845						3,860,034

4. Approval of the Amended and Restated Stock Purchase Plan for Employees.

For						Against						Abstain						Broker Non-Votes
40,544,299						4,002,935						94,920						3,860,034

5. Vote on a shareholder proposal on shareholder approval of bylaw amendments.

For						Against						Abstain						Broker Non-Votes
14,545,696						29,961,916						134,542						3,860,034

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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 10, 2021			RYDER SYSTEM, INC. (Registrant)
			By:			/s/ Robert D. Fatovic
			Name:			Robert D. Fatovic
			Title:			Executive Vice President, Chief Legal Officer & Corporate Secretary