Ryder System Inc DEFA14A, filed Apr 15, 2020
Ryder System Inc (R)
DEFA14A
2020-04-15
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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 ¨
Check the appropriate box:
o | Preliminary Proxy Statement | o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
o | Definitive Proxy Statement | |||
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: |
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(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): |
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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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(4) | Date Filed: |
[The following is an e-mail to Company employees sent on April 15, 2020 from Robert E. Sanchez, Chairman and Chief Executive Officer]
Important Message to Employee Shareholders - VOTE YOUR RYDER SHARES!
Message from Robert Sanchez, Chairman and CEO
Ryder Colleague,
If you own shares of Ryder stock, you should have already received proxy materials for our 2020 Annual Meeting of Shareholders to be held on Friday, May 1, 2020. At this meeting, our shareholders - including many of you - will vote on five proposals.
As in the past, we ask that you vote in line with the Board's recommendations in the proxy statement: "FOR" Proposals 1 - 4 and "AGAINST" Proposal 5 - shareholder proposal on shareholder approval of bylaw amendments.
Your vote is particularly important because we have Proposal 5 on the ballot, which the Board opposes. Proposal 5 requires that any amendment to the By-laws that is approved by the Board also be approved by shareholders. We believe this proposal is unnecessary as Ryder’s shareholders already have a separate right to amend the By-laws on their own. Adopting this proposal would cause unnecessary delay in situations where the Board needs to take swift action. The Board believes Proposal 5 is not in the best interests of our shareholders and recommends a vote AGAINST this proposal. Please refer to our Proxy Statement for the Board’s full statement in opposition of Proposal 5.
Not only is every vote important, it also demonstrates your confidence in our Company and our Board.
Note About Accessing Proxy Materials: If you own Ryder shares (such as through your 401(k) account, the Employee Stock Purchase Plan or through equity grants under Ryder’s Equity and Incentive Compensation Plan that have already vested), you should have received a Notice by mail or by e-mail with instructions explaining how to access the proxy materials electronically and vote your shares. (If you own shares through multiple accounts, you should receive a separate Notice with a separate 16-digit control number to vote your shares in each account.) You will not receive a printed copy of the proxy materials unless you specifically request one. Employees who elected to receive their account materials electronically should have received an e-mail Notice on or about March 20, 2020 sent to their email address on file. Ryder’s e-mail system is set up to ensure that the e-mail Notice is delivered to your inbox and not your junk folder. However, if the Notice was sent to your personal e-mail account, please make sure to check your junk folder if you do not find it in your inbox. Depending on how/where you own your shares, your Notice would 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 Chief Executive Officer