Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
RYDER SYSTEM INC: Amended By-Laws to update procedures for shareholder director nominations in connection with Universal Proxy Rules, including requiring representation of soliciting proxies from 67% voting power and providing that non-compliance renders nominations void (effective 2024-10-09).
- Change
- bylaw amendment
- Effective
- 2024-10-09
Exact text from the filing
On October 9, 2024, the Board of Directors of Ryder System, Inc. (the “Company”) adopted amendments to the Company’s By-Laws (the “By-Laws”), effective as of that date, to make certain changes primarily in connection with Rule 14a-19 promulgated under the Securities Exchange Act of 1934, as amended (the “Universal Proxy Rules”), as part of its periodic review of corporate governance matters. As amended, the By-Laws now, among other things: (a) include certain updated procedures in connection with shareholder nominations of directors, including requiring a shareholder’s nomination notice to include a representation that such shareholder intends to solicit proxies from shareholders representing at least 67% of the voting power of shares entitled to vote on the election of directors, (b) provide that if a nominating shareholder fails to comply with the Universal Proxy Rules or fails to provide reasonable evidence of compliance with the Universal Proxy Rules, such shareholder’s proposed no
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