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 3, 2019
RYDER SYSTEM, INC.
(Exact name of registrant as specified in its charter)
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| Florida | 1-4364 | 59-0739250 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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11690 NW 105th Street Miami, Florida | 33178 |
| (Address of principal executive offices) | (Zip Code) |
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):
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| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 o
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. o
Item 5.02. (e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.
At the 2019 Annual Meeting of Shareholders ("Annual Meeting") of Ryder System, Inc. ("Ryder") held on May 3, 2019, our shareholders approved the 2019 Equity and Incentive Compensation Plan (the “Plan”). A description of the Plan is included on pages 64-72 of our proxy statement for the 2019 Annual Meeting (the "Proxy Statement") filed with the Securities and Exchange Commission (the "Commission") on March 18, 2019 and, in accordance with Rule 12b-23 under the Securities Exchange Act of 1934, a copy of the description is filed with this report as Exhibit 99.1 hereto. The description of the Plan is qualified in its entirety by reference to the full text of the Plan, a copy of which is set forth in Appendix A of Ryder’s Proxy Statement and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, our shareholders voted as indicated below on the following proposals. All proposals other than Proposal 6 passed and each director nominee was re-elected.
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| 1. | Election of eleven directors for a one-year term of office expiring at the 2020 Annual Meeting. |
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| | Nominee | Votes Cast For | Votes Cast Against | Abstentions | Broker Non-Votes |
| 1a. | Robert J. Eck | 43,201,663 | 644,608 | 95,597 | 4,140,084 |
| 1b. | Robert A. Hagemann | 43,758,400 | 88,936 | 94,532 | 4,140,084 |
| 1c. | Michael F. Hilton | 40,786,389 | 3,046,027 | 109,452 | 4,140,084 |
| 1d. | Tamara L. Lundgren | 42,305,391 | 1,548,564 | 87,913 | 4,140,084 |
| 1e. | Luis P. Nieto, Jr. | 43,258,473 | 533,014 | 150,381 | 4,140,084 |
| 1f. | David G. Nord | 43,195,610 | 651,170 | 95,088 | 4,140,084 |
| 1g. | Robert E. Sanchez | 42,033,616 | 1,686,728 | 221,524 | 4,140,084 |
| 1h. | Abbie J. Smith | 42,680,449 | 1,127,419 | 134,000 | 4,140,084 |
| 1i. | E. Follin Smith | 42,564,443 | 1,286,032 | 91,393 | 4,140,084 |
| 1j. | Dmitri L. Stockton | 43,200,834 | 642,200 | 98,834 | 4,140,084 |
| 1k. | Hansel E. Tookes, II | 42,202,455 | 1,580,949 | 158,464 | 4,140,084 |
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| 2. | Ratification of PricewaterhouseCoopers LLP as our independent registered certified public accounting firm for the 2019 fiscal year. |
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| | Votes Cast For | Votes Cast Against | Abstentions | Broker Non-Votes |
| | 46,859,203 | 1,161,761 | 60,988 | — |
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| 3. | Approval, on an advisory basis, of the compensation of our named executive officers. |
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| | Votes Cast For | Votes Cast Against | Abstentions | Broker Non-Votes |
| | 41,062,312 | 2,793,847 | 85,709 | 4,140,084 |
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| 4. | Approval of the 2019 Equity and Incentive Compensation Plan. |
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| | Votes Cast For | Votes Cast Against | Abstentions | Broker Non-Votes |
| | 40,213,785 | 3,652,403 | 75,680 | 4,140,084 |
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| 5. | Approval of amendments to our Restated Articles of Incorporation and By-Laws to remove supermajority voting provisions on shareholder action by written consent. |
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| | Votes Cast For | Votes Cast Against | Abstentions | Broker Non-Votes |
| | 43,130,199 | 738,758 | 72,911 | 4,140,084 |
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| 6. | Vote on a shareholder proposal on an independent board chairman. |
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| | Votes Cast For | Votes Cast Against | Abstentions | Broker Non-Votes |
| | 15,866,697 | 27,929,631 | 145,540 | 4,140,084 |
As previously disclosed in the Proxy Statement, Proposal 5 required 75% of shares outstanding to pass. Proposal 5 received the required number of votes to pass. Following the Annual Meeting, Ryder's Restated Articles of Incorporation and By-Laws were amended to incorporate the proposed changes disclosed in the Proxy Statement and the Articles of Amendment were filed with the Florida Department of State on May 3, 2019. The Articles of Amendment to the Restated Articles of Incorporation are set forth in Appendix B of the Proxy Statement and incorporated herein by reference. The Amendments to the By-Laws are set forth in Appendix C of the Proxy Statement and incorporated herein by reference.
Item 9.01 (d) Exhibits
The following exhibits are filed as part of this Current Report on Form 8-K:
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.
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| Date: May 8, 2019 | RYDER SYSTEM, INC. (Registrant) |
| | By: | /s/ Robert D. Fatovic |
| | Name: | Robert D. Fatovic |
| | Title: | Executive Vice President, Chief Legal Officer & Corporate Secretary |
