Ryder System Inc. Files Definitive Proxy Statement (DEF 14A)

Ticker: R · Form: DEF 14A · Filed: Mar 13, 2024 · CIK: 85961

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, Ryder System, Corporate Governance, Executive Compensation

TL;DR

<b>Ryder System, Inc. has filed its Definitive Proxy Statement (DEF 14A) for the period ending March 13, 2024.</b>

AI Summary

RYDER SYSTEM INC (R) filed a Proxy Statement (DEF 14A) with the SEC on March 13, 2024. Ryder System, Inc. filed a DEF 14A form on March 13, 2024. The filing covers the period ending March 13, 2024. The company's principal executive offices are located at 11690 N.W. 105th Street, Miami, FL 33178. The IRS number for Ryder System, Inc. is 590739250. The company was incorporated in Florida (FL).

Why It Matters

For investors and stakeholders tracking RYDER SYSTEM INC, this filing contains several important signals. This filing is a standard regulatory requirement for publicly traded companies to disclose information related to shareholder meetings and executive compensation. Investors and stakeholders can use this document to understand corporate governance, executive pay structures, and voting matters.

Risk Assessment

Risk Level: low — RYDER SYSTEM INC shows low risk based on this filing. The filing is a routine DEF 14A, containing standard disclosures without immediate financial or operational news, thus posing low risk.

Analyst Insight

Review the proxy statement for details on executive compensation, board proposals, and any shareholder voting recommendations.

Key Numbers

Key Players & Entities

FAQ

When did RYDER SYSTEM INC file this DEF 14A?

RYDER SYSTEM INC filed this Proxy Statement (DEF 14A) with the SEC on March 13, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by RYDER SYSTEM INC (R).

Where can I read the original DEF 14A filing from RYDER SYSTEM INC?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by RYDER SYSTEM INC.

What are the key takeaways from RYDER SYSTEM INC's DEF 14A?

RYDER SYSTEM INC filed this DEF 14A on March 13, 2024. Key takeaways: Ryder System, Inc. filed a DEF 14A form on March 13, 2024.. The filing covers the period ending March 13, 2024.. The company's principal executive offices are located at 11690 N.W. 105th Street, Miami, FL 33178..

Is RYDER SYSTEM INC a risky investment based on this filing?

Based on this DEF 14A, RYDER SYSTEM INC presents a relatively low-risk profile. The filing is a routine DEF 14A, containing standard disclosures without immediate financial or operational news, thus posing low risk.

What should investors do after reading RYDER SYSTEM INC's DEF 14A?

Review the proxy statement for details on executive compensation, board proposals, and any shareholder voting recommendations. The overall sentiment from this filing is neutral.

How does RYDER SYSTEM INC compare to its industry peers?

Ryder System, Inc. operates in the services sector, specifically auto rental and leasing without drivers.

Are there regulatory concerns for RYDER SYSTEM INC?

The DEF 14A filing is a requirement under the Securities Exchange Act of 1934, ensuring transparency in corporate governance and shareholder voting.

Industry Context

Ryder System, Inc. operates in the services sector, specifically auto rental and leasing without drivers.

Regulatory Implications

The DEF 14A filing is a requirement under the Securities Exchange Act of 1934, ensuring transparency in corporate governance and shareholder voting.

What Investors Should Do

  1. Analyze executive compensation details provided in the proxy statement.
  2. Review any proposals to be voted on by shareholders.
  3. Check for any changes in board composition or governance policies.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine disclosure. No comparative data from a previous filing is immediately apparent in this header information.

Filing Stats: 4,426 words · 18 min read · ~15 pages · Grade level 14.5 · Accepted 2024-03-13 07:55:55

Key Financial Figures

Filing Documents

SECURITY OWNERSHIP OF OFFICERS AND DIRECTORS

SECURITY OWNERSHIP OF OFFICERS AND DIRECTORS 28

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS 29 COMPENSATION DISCUSSION AND ANALYSIS 30 COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION 45

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 45 DIRECTOR COMPENSATION 56 ADVISORY VOTE ON EXECUTIVE COMPENSATION (PROPOSAL 3) 58 ADVISORY VOTE ON SHAREHOLDER PROPOSALS (PROPOSALS 4 AND 5) 59 OTHER MATTERS 65 Ryder System, Inc. | 2024 Proxy Statement i Proxy Summary PROXY SUMMARY This proxy summary provides selected highlights of information contained elsewhere in this proxy statement. Please read the entire proxy statement before voting. ANNUAL MEETING Date: May 3, 2024 Time: 10:00 a.m. Eastern Daylight Time Location: Hotel Colonnade Coral Gables, 180 Aragon Avenue, Coral Gables, Florida 33134 Record Date: March 4, 2024 Voting: Each share of the Company's common stock held by you at the close of business on March 4, 2024 (the "record date") is entitled to one vote on each matter that is properly submitted for a vote at the Annual Meeting. How: By Internet By Phone By Mail www.ProxyVote.com 1.800.690.6903 Completing, signing and returning your proxy card VOTING MATTERS AND BOARD RECOMMENDATIONS Matter Board Recommendation Page No. 1 Election of Directors FOR each director nominee 18 No. 2 Ratification of PricewaterhouseCoopers LLP as Independent Auditor FOR 25 No. 3 Advisory Vote on Executive Compensation FOR 58 Nos. 4-5 Advisory Vote on Shareholder Proposals AGAINST each shareholder proposal 59 Table of Contents Ryder System, Inc. | 2024 Proxy Statement 1 Proxy Summary 2023 RYDER HIGHLIGHTS Ryder generated positive achievements in 2023, demonstrating strong returns despite a weak freight environment. Under the skilled leadership of our named executive officers ("NEOs"), in 2023 we reported: $8.73 EPS & $406M NET EARNINGS $11.8B TOTAL REVENUE 19% ADJUSTED ROE $2.4B OPERATING CASH FLOW Diluted earnings per share ("EPS") from continuing operations of $8.73 Comparable EPS* of $12.95 Net earnings of $406M Comparable EBITDA* of $2.7B Total revenue of $11.8B Operating revenue* increased 2% to $9.5B from prior year of

EXECUTIVE COMPENSATION HIGHLIGHTS

EXECUTIVE COMPENSATION HIGHLIGHTS Compensation Practices 4 Directly link pay with Company performance; majority of pay in performance-based compensation 4 Balance between cash and equity that appropriately incentivizes executives to create long-term value 4 Incentive awards use a variety of distinct metrics with maximum threshold payouts to avoid overemphasis on one metric or excessive risk taking 4 Three-year performance periods and targets for long-term performance-based awards 4 Incentive awards include double trigger and clawback provisions 4 Annual say-on-pay vote ; last year we received 95% support for compensation paid to our executives 4 No tax gross-ups or excessive parachute payments for equity awards 4 Engage an independent compensation consultant to evaluate executive compensation Key 2023 Compensation Actions 4 Most total direct compensation was performance-based and considered "at risk"; 88% of our CEO's total direct compensation was at risk 4 All performance-based metrics in Long-Term Incentive Plan (" LTIP ") and Annual Incentive Plan (" AIP ") have payouts ranging from 0% to 200% 4 Base salary increases for each NEO as a result of annual salary review process 4 Continued use of distinct and complimentary metrics in both AIP and LTIP, reflecting shareholder alignment 4 Adopted recoupment policy in compliance with NYSE listing rules, and maintained separate recoupment policy above and beyond NYSE requirements 4 Updated severance agreements in line with market practice Table of Contents Ryder System, Inc. | 2024 Proxy Statement 3 Information About Our Annual Meeting INFORMATION ABOUT OUR ANNUAL MEETING You are receiving this proxy statement because you own shares of Ryder common stock that entitle you to vote at the 2024 Annual Meeting of Shareholders (the "Annual Meeting") to be held at the Hotel Colonnade Coral Gables, 180 Aragon Avenue, Coral Gables, Florida 33134, on Friday, May 3, 2024, at 10:00 a.m. Eastern Dayli

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