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): DECEMBER 12, 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):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | 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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 9, 2022, the Board voted unanimously to increase the size of the Board from eleven members to twelve members and, based on the nomination made by the Corporate Governance and Nominating Committee, appointed Mr. Charles M. Swoboda, effective as of December 12, 2022. Mr. Swoboda will serve as a member of both the Audit and Governance Committees.
The Board has determined that Mr. Swoboda qualifies as independent under the independence standards set forth in the NYSE corporate governance listing standards. There are no arrangements or understandings between Mr. Swoboda and any other persons with respect to his appointment as a director. Mr. Swoboda, nor any immediate family member of Mr. Swoboda has been a participant in any transaction or currently proposed transaction with the Company that is reportable under Item 404(a) of Regulation S-K.
Mr. Swoboda will participate in the standard non-employee director compensation arrangements described under the heading "Director Compensation" in the Company's 2022 Proxy Statement, which was filed with the Securities and Exchange Commission on March 16, 2022. The Company expects to enter into a Director Indemnification Agreement with Mr. Swoboda, the form of which was previously filed with the Commission.
A copy of the press releases announcing the appointment of Mr. Swoboda is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 5.02 by reference.
Item 9.01(d) Exhibits
The following exhibits are furnished as part of this report on Form 8-K:
| | | | | |
| Exhibit 99.1 | |
| Exhibit 104 | Cover Page Interactive Data File - The Cover page of this Current Report on Form 8-K, formatted in Inline XBRL. |
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: December 12, 2022 | RYDER SYSTEM, INC. (Registrant) |
| | By: | /s/ Robert D. Fatovic |
| | | Robert D. Fatovic
Executive Vice President, Chief Legal Officer and Corporate Secretary |
