Form 8-K (5.8.2014)


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
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 2, 2014
 
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
Miami, Florida
 
33178
(Address of Principal Executive Offices)
 
(Zip Code)
(305) 500-3726

(Registrant’s telephone number, including area code)

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))




Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 2, 2014, Ryder System, Inc. held its Annual Meeting of Shareholders. At the meeting, the shareholders voted as indicated below on the following proposals. All proposals passed and each director nominee was re-elected.
 
1.
Election of three directors for a three-year term of office expiring at the 2017 Annual Meeting.
 
Nominee
Votes Cast For
Votes Cast Against
Abstentions
Broker Non-Votes
1a.
L. Patrick Hassey
33,523,843
411,403
9,628,904
3,439,210
1b.
Michael F. Hilton
33,536,631
414,618
9,612,901
3,439,210
1c.
Hansel E. Tookes, II
33,472,948
472,855
9,618,347
3,439,210
2.
Ratification of PricewaterhouseCoopers LLP as independent registered certified public accounting firm for the 2014 fiscal year.
 
Votes Cast For
Votes Cast Against
Abstentions
Broker Non-Votes
46,136,303
621,215
245,842
—
3.
Approval, on an advisory basis, of the compensation of our named executive officers.
Votes Cast For
Votes Cast Against
Abstentions
Broker Non-Votes
41,893,922
911,196
759,032
3,439,210
4.
Approval of amendments to Ryder's Articles of Incorporation and By-Laws to eliminate supermajority vote provisions regarding the removal of directors.
Votes Cast For
Votes Cast Against
Abstentions
Broker Non-Votes
43,185,716
141,552
236,882
3,439,210
 
5.
Approval of amendments to Ryder's Articles of Incorporation and By-Laws to eliminate supermajority vote provisions regarding the alteration, amendment, repeal or adoption of certain provisions of the By-Laws.
Votes Cast For
Votes Cast Against
Abstentions
Broker Non-Votes
43,142,336
160,164
261,650
3,439,210
6.
Approval of amendments to Ryder's Articles of Incorporation to eliminate supermajority vote provisions regarding the alteration, amendment, repeal or adoption of certain provisions of the Articles of Incorporation.
Votes Cast For
Votes Cast Against
Abstentions
Broker Non-Votes
43,149,087
153,128
261,935
3,439,210
7.
Approval of amendments to Ryder's Articles of Incorporation to eliminate the provisions of the Articles regarding business combinations with interested shareholders.
Votes Cast For
Votes Cast Against
Abstentions
Broker Non-Votes
43,089,674
199,287
275,189
3,439,210
As previously disclosed, Proposals 4, 5, 6 and 7 required 75% of shares outstanding to pass. Proposals 4, 5, 6 and 7 received the required number of votes to pass, each receiving over 81% of shares outstanding. Following the Annual Meeting of Shareholders, Ryder's Articles of Incorporation and By-Laws were amended to incorporate the proposed changes disclosed in Ryder's definitive proxy statement filed with the Securities and Exchange Commission on March 17, 2014. Copies of the amendment to the Articles of Incorporation and the amended By-Laws are filed with this report as Exhibits 3.1(e) and 3.2.




Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed as part of this report on Form 8-K:

Exhibit 3.1(e):
Articles of Amendment dated May 2, 2014 to the Ryder System, Inc. Restated Articles of Incorporation dated November 8, 1985, as amended.

Exhibit 3.2:
Ryder System, Inc. By-Laws as amended through May 2, 2014.




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 8, 2014
RYDER SYSTEM, INC.
(Registrant)

 
By:
/s/ Robert D. Fatovic
 
Name:
Robert D. Fatovic
 
Title:
Executive Vice President, Chief Legal
Officer & Corporate Secretary