--- schema_version: "secwatch.filing_event.v1" accession: "0000085961-23-000107" form_type: "8-K" ticker: "R" cik: "0000085961" company_name: "RYDER SYSTEM INC" filed_at: "2023-05-09T23:59:59+00:00" generated_at: "2026-06-15T11:14:06.594405+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.1 calibrated_materiality_score: 0.1 confidence: "high" source: SEC EDGAR --- # Ryder shareholders elect all 11 director nominees; reject independent chair proposal ## Summary - All 11 directors re-elected with at least 32.3M votes for each; highest against was Robert J. Eck with 6.6M against. - Proposal 6 (independent board chair) failed with 14.7M for vs 24.2M against; other five proposals passed. - Advisory vote on executive compensation (Say on Pay) approved: 37.1M for, 1.8M against. - Amendment to 2019 Equity Plan approved: 35.2M for, 3.7M against. - Shareholders chose 1-year frequency for Say on Pay votes; 37.2M voted for 1 year. ## SEC filing metadata - accession: 0000085961-23-000107 - form_type: 8-K - ticker: R - cik: 0000085961 - company_name: RYDER SYSTEM INC - filed_at: 2023-05-09T23:59:59+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.1 - calibrated_materiality_score: 0.1 - confidence: high - sec_items: 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/85961/000008596123000107/0000085961-23-000107-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/85961/000008596123000107/r-20230505.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000085961-23-000107 - JSON: https://secwatch.observer/filing/0000085961-23-000107.json - Plain text: https://secwatch.observer/filing/0000085961-23-000107.txt ## Key facts - Shareholder Votes RYDER SYSTEM INC shareholders approved Approval of the amendment to the Amended and Restated 2019 Equity and Incentive Compensation Plan. at the 2023-05-05 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-05-05 source text: At the Annual Meeting of Shareholders of Ryder System, Inc. (the "Company"), held on May 5, 2023, our shareholders voted as indicated below on the following proposals. All proposals other than Proposal 6 passed and each director nominee was re-elected. Proposal 1 - Election of eleven directors for a one-year term of office expiring at the 2024 Annual Meeting. Nominees For Against Abstain Robert J. Eck 32,335,627 6,618,140 62,458 Robert A. Hagemann 38,861,791 88,939 65,495 Michael F. Hilton 37,291,632 1,657,853 66,740 Tamara L. Lundgren 37,883,488 1,066,957 65,780 Luis P. Nieto, Jr. 36,846,430 2,101,844 67,951 David G. Nord 38,675,930 273,788 66,507 Robert E. Sanchez 37,062,830 1,902,221 51,174 Abbie J. Smith 37,561,412 1,399,137 55,676 E. Follin Smith 36,587,402 2,360,301 68,522 Dmitri L. Stockton 37,941,776 1,007,586 66,863 Charles M. Swoboda 38,638,987 309,515 67,723 Proposal 2 - Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered certified pub evidence_url: https://www.sec.gov/Archives/edgar/data/85961/000008596123000107/0000085961-23-000107-index.htm - Shareholder Votes RYDER SYSTEM INC shareholders rejected Vote, on an advisory basis, on a shareholder proposal regarding independent board chair. at the 2023-05-05 meeting. - Proposal: say on pay - Outcome: failed - Meeting: 2023-05-05 source text: At the Annual Meeting of Shareholders of Ryder System, Inc. (the "Company"), held on May 5, 2023, our shareholders voted as indicated below on the following proposals. All proposals other than Proposal 6 passed and each director nominee was re-elected. Proposal 1 - Election of eleven directors for a one-year term of office expiring at the 2024 Annual Meeting. Nominees For Against Abstain Robert J. Eck 32,335,627 6,618,140 62,458 Robert A. Hagemann 38,861,791 88,939 65,495 Michael F. Hilton 37,291,632 1,657,853 66,740 Tamara L. Lundgren 37,883,488 1,066,957 65,780 Luis P. Nieto, Jr. 36,846,430 2,101,844 67,951 David G. Nord 38,675,930 273,788 66,507 Robert E. Sanchez 37,062,830 1,902,221 51,174 Abbie J. Smith 37,561,412 1,399,137 55,676 E. Follin Smith 36,587,402 2,360,301 68,522 Dmitri L. Stockton 37,941,776 1,007,586 66,863 Charles M. Swoboda 38,638,987 309,515 67,723 Proposal 2 - Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered certified pub evidence_url: https://www.sec.gov/Archives/edgar/data/85961/000008596123000107/0000085961-23-000107-index.htm - Shareholder Votes RYDER SYSTEM INC shareholders approved Approval, on an advisory basis, of the frequency of the shareholder vote on the compensation of the Company's named executive officers. at the 2023-05-05 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-05 source text: At the Annual Meeting of Shareholders of Ryder System, Inc. (the "Company"), held on May 5, 2023, our shareholders voted as indicated below on the following proposals. All proposals other than Proposal 6 passed and each director nominee was re-elected. Proposal 1 - Election of eleven directors for a one-year term of office expiring at the 2024 Annual Meeting. Nominees For Against Abstain Robert J. Eck 32,335,627 6,618,140 62,458 Robert A. Hagemann 38,861,791 88,939 65,495 Michael F. Hilton 37,291,632 1,657,853 66,740 Tamara L. Lundgren 37,883,488 1,066,957 65,780 Luis P. Nieto, Jr. 36,846,430 2,101,844 67,951 David G. Nord 38,675,930 273,788 66,507 Robert E. Sanchez 37,062,830 1,902,221 51,174 Abbie J. Smith 37,561,412 1,399,137 55,676 E. Follin Smith 36,587,402 2,360,301 68,522 Dmitri L. Stockton 37,941,776 1,007,586 66,863 Charles M. Swoboda 38,638,987 309,515 67,723 Proposal 2 - Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered certified pub evidence_url: https://www.sec.gov/Archives/edgar/data/85961/000008596123000107/0000085961-23-000107-index.htm - Shareholder Votes RYDER SYSTEM INC shareholders approved Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered certified public accounting firm for the 2023 fiscal year. at the 2023-05-05 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-05 source text: At the Annual Meeting of Shareholders of Ryder System, Inc. (the "Company"), held on May 5, 2023, our shareholders voted as indicated below on the following proposals. All proposals other than Proposal 6 passed and each director nominee was re-elected. Proposal 1 - Election of eleven directors for a one-year term of office expiring at the 2024 Annual Meeting. Nominees For Against Abstain Robert J. Eck 32,335,627 6,618,140 62,458 Robert A. Hagemann 38,861,791 88,939 65,495 Michael F. Hilton 37,291,632 1,657,853 66,740 Tamara L. Lundgren 37,883,488 1,066,957 65,780 Luis P. Nieto, Jr. 36,846,430 2,101,844 67,951 David G. Nord 38,675,930 273,788 66,507 Robert E. Sanchez 37,062,830 1,902,221 51,174 Abbie J. Smith 37,561,412 1,399,137 55,676 E. Follin Smith 36,587,402 2,360,301 68,522 Dmitri L. Stockton 37,941,776 1,007,586 66,863 Charles M. Swoboda 38,638,987 309,515 67,723 Proposal 2 - Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered certified pub evidence_url: https://www.sec.gov/Archives/edgar/data/85961/000008596123000107/0000085961-23-000107-index.htm - Shareholder Votes RYDER SYSTEM INC shareholders approved Approval, on an advisory basis, of the compensation of the Company’s named executive officers. at the 2023-05-05 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-05 source text: At the Annual Meeting of Shareholders of Ryder System, Inc. (the "Company"), held on May 5, 2023, our shareholders voted as indicated below on the following proposals. All proposals other than Proposal 6 passed and each director nominee was re-elected. Proposal 1 - Election of eleven directors for a one-year term of office expiring at the 2024 Annual Meeting. Nominees For Against Abstain Robert J. Eck 32,335,627 6,618,140 62,458 Robert A. Hagemann 38,861,791 88,939 65,495 Michael F. Hilton 37,291,632 1,657,853 66,740 Tamara L. Lundgren 37,883,488 1,066,957 65,780 Luis P. Nieto, Jr. 36,846,430 2,101,844 67,951 David G. Nord 38,675,930 273,788 66,507 Robert E. Sanchez 37,062,830 1,902,221 51,174 Abbie J. Smith 37,561,412 1,399,137 55,676 E. Follin Smith 36,587,402 2,360,301 68,522 Dmitri L. Stockton 37,941,776 1,007,586 66,863 Charles M. Swoboda 38,638,987 309,515 67,723 Proposal 2 - Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered certified pub evidence_url: https://www.sec.gov/Archives/edgar/data/85961/000008596123000107/0000085961-23-000107-index.htm - Shareholder Votes RYDER SYSTEM INC shareholders approved Election of eleven directors for a one-year term of office expiring at the 2024 Annual Meeting. at the 2023-05-05 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-05 source text: At the Annual Meeting of Shareholders of Ryder System, Inc. (the "Company"), held on May 5, 2023, our shareholders voted as indicated below on the following proposals. All proposals other than Proposal 6 passed and each director nominee was re-elected. Proposal 1 - Election of eleven directors for a one-year term of office expiring at the 2024 Annual Meeting. Nominees For Against Abstain Robert J. Eck 32,335,627 6,618,140 62,458 Robert A. Hagemann 38,861,791 88,939 65,495 Michael F. Hilton 37,291,632 1,657,853 66,740 Tamara L. Lundgren 37,883,488 1,066,957 65,780 Luis P. Nieto, Jr. 36,846,430 2,101,844 67,951 David G. Nord 38,675,930 273,788 66,507 Robert E. Sanchez 37,062,830 1,902,221 51,174 Abbie J. Smith 37,561,412 1,399,137 55,676 E. Follin Smith 36,587,402 2,360,301 68,522 Dmitri L. Stockton 37,941,776 1,007,586 66,863 Charles M. Swoboda 38,638,987 309,515 67,723 Proposal 2 - Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered certified pub evidence_url: https://www.sec.gov/Archives/edgar/data/85961/000008596123000107/0000085961-23-000107-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.