Ryder System Inc 8-K/A, filed May 10, 2022
Ryder System Inc (R)
8-K/A
2022-05-10
For: 2022-05-06
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Added on
April 10, 2026
About this 8-K/A
Ryder System Inc filed this 8-K/A on May 10, 2022, reporting on events of May 6, 2022.
Items reported
- Item 5.07: Shareholder vote results
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 6, 2022
(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: (305 ) 500-3726
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(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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Securities registered pursuant to Section 12(b) of the Act:
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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, 2022, Ryder System, Inc. (the "Company") filed a Current Report on Form 8-K (the "Initial 8-K") to report the results of its 2022 Annual Meeting of Shareholders. This Amendment is being filed solely to correct the formatting of the results of Proposal 1 in the Initial 8-K. Except for the formatting of the results of Proposal 1, 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 6, 2022, our shareholders voted as indicated below on the following proposals. All proposals other than Proposal 4 passed and each director nominee was re-elected.
1.Election of eleven directors for a one-year term of office expiring at the 2023 Annual Meeting.
| Nominees | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| Robert J. Eck | 38,035,929 | 3,236,857 | 58,901 | 4,291,090 | ||||||||||||||||||||||
| Robert A. Hagemann | 41,140,434 | 130,360 | 60,893 | 4,291,090 | ||||||||||||||||||||||
| Michael F. Hilton | 39,845,760 | 1,425,905 | 60,022 | 4,291,090 | ||||||||||||||||||||||
| Tamara L. Lundgren | 40,170,151 | 1,104,713 | 56,823 | 4,291,090 | ||||||||||||||||||||||
| Luis P. Nieto, Jr. | 39,395,647 | 1,875,757 | 60,283 | 4,291,090 | ||||||||||||||||||||||
| David G. Nord | 41,149,983 | 121,512 | 60,192 | 4,291,090 | ||||||||||||||||||||||
| Robert E. Sanchez | 38,770,766 | 2,279,143 | 281,778 | 4,291,090 | ||||||||||||||||||||||
| Abbie J. Smith | 39,286,995 | 1,987,623 | 57,069 | 4,291,090 | ||||||||||||||||||||||
| E. Follin Smith | 38,674,518 | 2,597,573 | 59,596 | 4,291,090 | ||||||||||||||||||||||
| Dmitri L. Stockton | 40,741,865 | 528,990 | 60,832 | 4,291,090 | ||||||||||||||||||||||
| Hansel E. Tookes, II | 38,685,176 | 2,586,114 | 60,397 | 4,291,090 | ||||||||||||||||||||||
2. Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered certified public accounting firm for the 2022 fiscal year.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 44,109,806 | 1,429,013 | 83,958 | — | |||||||||||||||||
3. Approval, on an advisory basis, of the compensation of the Company’s named executive officers.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 39,181,537 | 2,059,706 | 90,444 | 4,291,090 | |||||||||||||||||
4. Shareholder proposal regarding written consent.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 2,482,676 | 34,545,762 | 4,303,249 | 4,291,090 | |||||||||||||||||
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, 2022 | RYDER SYSTEM, INC. (Registrant) | |||||||
| By: | /s/ Robert D. Fatovic | |||||||
| Name: | Robert D. Fatovic | |||||||
| Title: | Executive Vice President, Chief Legal Officer & Corporate Secretary | |||||||