Ryder System Inc DEFA14A, filed Apr 27, 2023
Ryder System Inc (R)
DEFA14A
2023-04-27
View Original
Added on
October 18, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
| o | Preliminary Proxy Statement | o | Confidential, for Use of the Commission Only | ||||||||
| o | Definitive Proxy Statement | (as permitted by Rule 14a-6(e)(2)) | |||||||||
| þ | Definitive Additional Materials | ||||||||||
| o | Soliciting Material under § 240.14a-12 | ||||||||||
Ryder System, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| þ | No fee required. | ||||
| o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | ||||
(1)Title of each class of securities to which transaction applies:
(2)Aggregate number of securities to which transaction applies:
(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4)Proposed maximum aggregate value of transaction:
(5)Total fee paid
| o | Fee paid previously with preliminary materials: | ||||
| o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | ||||
(1)Amount Previously Paid:
(2)Form, Schedule or Registration Statement No.:
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[The following is an e-mail to Company employees sent on April 27, 2023 from Robert E. Sanchez, Chairman and Chief Executive Officer]
Subject: Important Message to Employee Shareholders - VOTE YOUR RYDER SHARES!
If you own shares of Ryder stock, you should have received proxy materials for our 2023 Annual Meeting of Shareholders, being held on Friday, May 5, 2023, in person at the PGA National Resort, 400 Avenue of the Champions, Palm Beach Gardens, Florida. At this meeting, our shareholders, including many of you, will vote on six proposals.
As in the past, we ask that you vote with the Board’s recommendations in the Proxy Statement:
•"FOR" Proposals 1–3 and 5
•“1 YEAR” on Proposal 4
•"AGAINST" Proposal 6 (shareholder proposal requiring independent board chair)
Your vote is important because our Board opposes Proposal 6, which is on the ballot. Proposal 6 would require that the Chair of the Board be an independent director. As you may recall, we received a nearly identical proposal in 2019, which a majority of our shareholders voted AGAINST. We continue to believe this proposal is unnecessary and not in the interests of all of our shareholders. As such, the Board recommends a vote AGAINST Proposal 6. Please refer to our Proxy Statement for the Board’s full statement in opposition of Proposal 6.
Note About Accessing Proxy Materials:
If you own Ryder shares that are fully vested (e.g., through your 401(k), the Employee Stock Purchase Plan, or through Ryder’s Equity and Incentive Compensation Plan), you should have received a notice with instructions on how to electronically access the proxy materials and vote your shares. If you own shares through multiple accounts, you should have receive a separate notice with a 16-digit control number to vote your shares in each account.
Employees who elected to receive their account materials electronically should have received an e-mail notice in March 2023. Please make sure to check your junk folder if you do not find it in your inbox. Depending on how you own your shares, your notice could have come from one or more of the following entities:
•RYDER SYSTEM, INC.
•MORGAN STANLEY SMITH BARNEY
•FIDELITY INVESTMENTS
•NATIONAL FINANCIAL SERVICES (FIDELITY)
•REGISTRAR@PROXYVOTE.COM
Thank you for your continued support,
Robert Sanchez Chairman and CEO