Ryder System Urges Shareholder Vote for Director Nominees

TL;DR

Ryder's asking you to vote FOR their board nominees at the May 3rd meeting. Don't miss out!

AI Summary

Ryder System, Inc. is supplementing its March 13, 2024 Proxy Statement with additional information for its 2024 Annual Meeting of Shareholders on May 3, 2024. The company is urging shareholders to vote "FOR" its director nominees in Proposal 1 and to approve other proposals as recommended by the Board of Directors. This communication is being sent to shareholders starting April 10, 2024.

Why It Matters

This filing is important for shareholders as it guides their voting decisions at the upcoming annual meeting, directly impacting the company's governance and leadership.

Risk Assessment

Risk Level: low — This is a routine proxy filing to solicit shareholder votes for director nominees and other proposals, with no immediate financial risks indicated.

Key Players & Entities

• Ryder System, Inc. (company) — Filer of the DEFA14A
• Robert D. Fatovic (person) — Executive Vice President, Chief Legal Officer and Corporate Secretary
• May 3, 2024 (date) — Date of the Annual Meeting of Shareholders
• April 10, 2024 (date) — Commencement date for shareholder communication
• March 13, 2024 (date) — Date of the original Proxy Statement

FAQ

Key Financial Figures

• $77.43 — rease in our stock price, from a low of $77.43 to a year-end price of $115.06, and an
• $115 — a low of $77.43 to a year-end price of $115.06, and an absolute three-year sharehol
• $11.8 billion — r multi-year initiatives, and generated $11.8 billion of total revenue and comparable EPS* of
• $12.95 — of total revenue and comparable EPS* of $12.95. These results and our strong balance s

Filing Documents

• defa14ashareholdercommun.htm (DEFA14A) — 12KB
• defa14ashareholdercommun001.jpg (GRAPHIC) — 300KB
• defa14ashareholdercommun002.jpg (GRAPHIC) — 287KB
• defa14ashareholdercommun003.jpg (GRAPHIC) — 187KB
• 0000085961-24-000070.txt ( ) — 1079KB

From the Filing

defa14ashareholdercommun [The following letter supplements information contained in Ryder System, Inc.'s Definitive Proxy Statement, dated March 13, 2024. In connection with Ryder's annual Meeting of Shareholders, taking place on May 3, 2024, Ryder is communicating the information below to its shareholders commencing on April 10, 2024.] Robert D. Fatovic Executive Vice President, Chief Legal Officer and Corporate Secretary 6000 Windward Parkway Alpharetta, Georgia 30005 ryder.com Dear Ryder Shareholder: Ryder System, Inc. ("Ryder" or the "Company") is holding its 2024 Annual Meeting of Shareholders on May 3, 2024 (the "Annual Meeting"). By now, you should have received our Notice of the Annual Meeting and Proxy Statement, which are available at www.ProxyVote.com. We are writing to ask that you vote in accordance with the recommendations of our Board of Directors on the proposals set forth in the Proxy Statement. Particularly, we request that you vote "FOR"eachofourdirectornominees inProposal1and "AGAINST" shareholderProposals 4and5. As highlighted in our Proxy Statement, Ryder demonstrated strong financial performance in 2023. Our balanced growth strategy continued to deliver strong results despite a challenging freight environment. The increase in our stock price, from a low of $77.43 to a year-end price of $115.06, and an absolute three-year shareholder return ("TSR") of 103%, reflects shareholder confidence in our ability to execute on our strategy and create long-term shareholder value. We also delivered strong adjusted ROE* of approximately 19%, reflecting benefits from our multi-year initiatives, and generated $11.8 billion of total revenue and comparable EPS* of $12.95. These results and our strong balance sheet provided us with ample capacity for organic revenue growth and strategic acquisitions in our Supply Chain Solutions and Dedicated Transportation Services businesses. At the helm of our success in 2023 was our Board, led by our Board Chair and CEO, Mr. Robert E. Sanchez, and our Lead Independent Director and Chair of the Corporate Governance & Nominating Committee (the "Governance Committee"), Mr. Robert J. Eck. With Mr. Eck's oversight as Chair of the Governance Committee, we have enhanced the depth and breadth of our sustainability reporting, providing transparent and comprehensive reporting through our annual Corporate Sustainability Report ("CSR") and CDP Climate Change Response ("CDP"). Given the potential impact of Proposals 1, 4 and 5 on the continued success of our business and our strategic initiatives, we urge you to vote in line with our Board's recommendations for the following reasons: Proposal1:ElectionofDirectorNominees–VoteFOReachdirectornominee Our director nominees consist of highly qualified individuals who reflect diverse backgrounds and provide our Board with an appropriate mix of skills, experience and tenure to promote effective oversight. Our directors are diverse in age, gender, tenure, racial and ethnic background, and professional experiences. Our Board has maintained 30% gender diversity on an independent director basis since 2012, and a majority of our director nominees are diverse by race, gender and ethnicity. Our director nominees include industry leaders, international business executives, financial and accounting experts, and individuals with extensive backgrounds in business development, strategic planning and brand management, among other things. Our Governance Committee annually evaluates the composition of the Board to ensure it continues to reflect a diversity of backgrounds, professional experience and * Adjusted ROE and comparable EPS are non-GAAP financial measures. For a reconciliation of diluted earnings per share from continuing operations to comparable earnings per share, and the non-GAAP elements of adjusted ROE to the corresponding GAAP measures, as well as the reasons why management believes these measures are useful to shareholders, please refer to "Non-GAAP Financial Measures" on pages 44-52 of our Annual Report on Form 10-K for the year ended December 31, 2023. 6000 Windward Parkway Alpharetta, Georgia 30005 ryder.com skills, and also requires all slates of potential director candidates to include diverse candidates. We believe our director nominees, individually and collectively, have the qualifications, expertise and willingness to significantly contribute to our Board and to create long-term shareholder value. Proposal4:ShareholderProposalRegardingManagingClimateRiskThroughScienceBased TargetsandTransitionPlanning–VoteAGAINST We achieved our near-term greenhouse gas ("GHG") emissions reduction targets ahead of schedule and strive to be thoughtful and purposeful in our approach to setting our emissions reduction targets. As further discussed in our Proxy Statement, in 2020, we set short-term targets to reduce Ryder fleet emissions (Scope 1) by 10%, building electricity emissions (Scope 2) by 30%, and downstream leased equipment emission

View Full Filing

View this DEFA14A filing on SEC EDGAR