UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 10, 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)) |
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| ☐ | 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, 2021, Ryder System, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Initial 8-K”) to report the voting results of its 2021 Annual Meeting. This Amendment is being filed solely to correct the descriptions of Proposal 4 and Proposal 5 in the Initial 8-K, which inadvertently did not accurately describe the relevant proposals. Except for the descriptions of Proposal 4 and Proposal 5, 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 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 2022 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 2021 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 Amendment to the 2019 Equity and Incentive Compensation Plan. | | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| 40,544,299 | | 4,002,935 | | 94,920 | | 3,860,034 |
5. Shareholders proposal regarding written consent. | | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| 14,545,696 | | 29,961,916 | | 134,542 | | 3,860,034 |
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 |
