¨ | Preliminary Proxy Statement |
¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
¨ | Definitive Proxy Statement |
ý | Definitive Additional Materials |
¨ | Soliciting Material Pursuant to §240.14a-12 |
ý | No fee required. |
¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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• | Allowing written consent is unnecessary. Written consent is typically used as a means to take action between annual shareholder meetings. If Ryder shareholders would like to take action between annual meetings, Ryder permits a shareholder or group of shareholders owning a low threshold of 10% of Ryder’s stock to call a special meeting. |
• | Written consent does not include the same shareholder protections as calling a special meeting. Unlike written consent, calling a special meeting requires that all shareholders be notified, provided with information in advance and given the right to discuss and vote on any proposal presented at a meeting. |
• | Taking action by written consent, rather than at a meeting, is subject to potential abuse. A shareholder who wishes to take action by written consent would not be required to notify all shareholders or provide all shareholders with information in advance. Thus, a shareholder could make fundamental corporate changes (including changes that could disenfranchise other shareholders or further the proponent’s special interests) with a simple majority of Ryder’s outstanding shares without the knowledge of or input from the rest of the shareholders. |
Note About Accessing Proxy Materials: If you own Ryder shares (such as through your 401(k) account, the Employee Stock Purchase Plan or through equity grants under Ryder’s Equity and Incentive Compensation Plan that have already vested), you should have received a Notice by mail or by e-mail with instructions explaining how to access the proxy materials electronically and vote your shares. (If you own shares through multiple accounts, you should receive a separate Notice with a separate 16-digit control number to vote your shares in each account.) You will not receive a printed copy of the proxy materials unless you specifically request one. Employees who elected to receive their account materials electronically should have received an e-mail Notice on March 24, 2017 sent to their email address on file. Ryder’s e-mail system is set up to ensure that the e-mail Notice is delivered to your inbox and not your junk folder. However, if the Notice was sent to your personal e-mail account, please make sure to check your junk folder if you do not find it in your inbox. Depending on how/where you own your shares, your Notice would have come from one or more of the following entities: RYDER SYSTEM, INC. MORGAN STANLEY SMITH BARNEY FIDELITY INVESTMENTS NATIONAL FINANCIAL SERVICES (FIDELITY) ID@PROXYVOTE.COM |