Amended Current Report Filing (8-k/a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 6, 2022

RYDER SYSTEM, INC.

(Exact name of registrant as specified in its charter)


Florida	1-4364	59-0739250
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)


11690 NW 105th Street		33178
Miami,	Florida	(Zip Code)
(Address of principal executive offices)

Registrant’s telephone number, including area code: (305) 500-3726

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	R	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

On May 10, 2022, Ryder System, Inc. (the "Company") filed a Current Report on Form 8-K (the "Initial 8-K") to report the results of its 2022 Annual Meeting of Shareholders. This Amendment is being filed solely to correct the formatting of the results of Proposal 1 in the Initial 8-K. Except for the formatting of the results of Proposal 1, all information, including voting totals and results, set forth in the Initial 8-K remains unchanged.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Shareholders held on May 6, 2022, our shareholders voted as indicated below on the following proposals. All proposals other than Proposal 4 passed and each director nominee was re-elected.

1.Election of eleven directors for a one-year term of office expiring at the 2023 Annual Meeting.


Nominees	For	Against	Abstain	Broker Non-Votes
Robert J. Eck	38,035,929	3,236,857	58,901	4,291,090
Robert A. Hagemann	41,140,434	130,360	60,893	4,291,090
Michael F. Hilton	39,845,760	1,425,905	60,022	4,291,090
Tamara L. Lundgren	40,170,151	1,104,713	56,823	4,291,090
Luis P. Nieto, Jr.	39,395,647	1,875,757	60,283	4,291,090
David G. Nord	41,149,983	121,512	60,192	4,291,090
Robert E. Sanchez	38,770,766	2,279,143	281,778	4,291,090
Abbie J. Smith	39,286,995	1,987,623	57,069	4,291,090
E. Follin Smith	38,674,518	2,597,573	59,596	4,291,090
Dmitri L. Stockton	40,741,865	528,990	60,832	4,291,090
Hansel E. Tookes, II	38,685,176	2,586,114	60,397	4,291,090

2. Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered certified public accounting firm for the 2022 fiscal year.


For	Against	Abstain	Broker Non-Votes
44,109,806	1,429,013	83,958	—

3. Approval, on an advisory basis, of the compensation of the Company’s named executive officers.


For	Against	Abstain	Broker Non-Votes
39,181,537	2,059,706	90,444	4,291,090

4. Shareholder proposal regarding written consent.


For	Against	Abstain	Broker Non-Votes
2,482,676	34,545,762	4,303,249	4,291,090

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: May 10, 2022	RYDER SYSTEM, INC. (Registrant)
	By:	/s/ Robert D. Fatovic
	Name:	Robert D. Fatovic
	Title:	Executive Vice President, Chief Legal Officer & Corporate Secretary