R 8-K
Ryder System Inc (R)
8-K
2022-12-12
For: 2022-12-12
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April 10, 2026
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)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| (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 | ||||||
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.
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 | ||||||||
News Release
FOR IMMEDIATE RELEASE
Ryder System, Inc. Elects Charles M. Swoboda to its Board of Directors
MIAMI, December 12, 2022—The board of directors of Ryder System, Inc. (NYSE: R), a leader in supply chain, dedicated transportation, and commercial fleet management solutions, today announces the appointment of Charles M. “Chuck” Swoboda to its board, effective December 12, 2022. Mr. Swoboda will serve as a member of the audit and governance committees.
“The board nominated Mr. Swoboda as director for his impressive leadership experience,” says Ryder Chairman and CEO Robert Sanchez. “Chuck’s experience as an innovator and proven track record of bringing innovative and relevant technologies to market, along with his financial acumen, business management, and experience in serving on both private and publicly traded boards are skills that complement the other skills represented on our board.”
Mr. Swoboda most recently served as chairman, president, and chief executive officer of Cree, Inc. (now known as Wolfspeed, Inc. (NYSE: WOLF)), a global leader in silicon carbide technology and production. Over his 16-year tenure as CEO (2001-2017), he led the company from $177 million in revenues to more than $1.6 billion. During this time, Cree transformed from a start-up into a global market leader with more than 6,000 employees. Under Mr. Swoboda’s leadership, the company was recognized as MIT Technology Review’s “50 Smartest Companies” for 2014 and as one of Fast Company’s “World’s 50 Most Innovative Companies” in 2015.
After retiring in 2017, Mr. Swoboda joined the board of Anixter International in May 2019, serving on its compensation committee and nominating and governance committee. He served on this board until the company was sold to WESCO International (NYSE: WCC) in 2020.
The Ryder board is also increasing the size of the board to twelve members to accommodate the appointment.
To learn more about Ryder’s board of directors, please visit: https://investors.ryder.com/
NOTE: A headshot of Mr. Swoboda is available in the Ryder Newsroom and via BusinessWire.
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About Ryder System, Inc.
Ryder System, Inc. (NYSE: R) is a leading logistics and transportation company. It provides supply chain, dedicated transportation, and fleet management solutions, including full service leasing, rental, and maintenance, used vehicle sales, professional drivers, transportation services, freight brokerage, warehousing and distribution, e-commerce fulfillment, and last mile delivery services, to some world’s most-recognized brands. Ryder provides services throughout the United States, Mexico, and Canada. In addition, Ryder manages nearly 239,000 commercial vehicles and operates more than 330 warehouses, encompassing more than 80 million square feet. Ryder is regularly recognized for its industry-leading practices in third-party logistics, technology-driven innovations, commercial vehicle maintenance, environmentally friendly solutions, corporate social responsibility, world-class safety and security programs, military veteran recruitment initiatives, and the hiring of a diverse workforce. www.ryder.com
Contacts:
Amy Federman, Corporate Communications, (305) 500-4989, [email protected]
Bob Brunn, Investor Relations, (305) 500-4053, [email protected]
Note Regarding Forward-Looking Statements: Certain statements and information included in this news release are "forward-looking statements" within the meaning of the Federal Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on our current plans and expectations and are subject to risks, uncertainties and assumptions. Accordingly, these forward-looking statements should be evaluated with consideration given to the many risks and uncertainties that could cause actual results and events to differ materially from those in the forward-looking statements including those risks set forth in our periodic filings with the Securities and Exchange Commission. New risks emerge from time to time. It is not possible for management to predict all such risk factors or to assess the impact of such risks on our business. Accordingly, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
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