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): December 15, 2009
RYDER SYSTEM, INC.
(Exact name of registrant as specified in its charter)
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| Florida
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1-4364
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59-0739250 |
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| (State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.) |
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11690 NW 105th Street
Miami, Florida
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33178 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
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| 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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 15, 2009, the Board of Directors of Ryder System, Inc. (the “Company”) approved
amendments to the Company’s Bylaws (the “Bylaws”), effective immediately, to provide that (1) in
uncontested elections, directors shall be elected by a majority of the votes cast with respect to
that director and (2) in contested elections (elections in which the number of persons to be
considered by the shareholders for election exceeds the number of
directors to be elected),
directors shall be elected by the vote of a plurality of the votes cast. Previously, Company
directors were elected by the affirmative vote of the holders of a majority of the voting power of
the total number of shares outstanding and entitled to vote on such matter. The amendments also
effect minor clarifications relating to quorum and director resignations.
The foregoing summary of the amendments to the Bylaws is qualified in its entirety by the full
text of the Bylaws, as amended, a copy of which is attached hereto as Exhibit 3.2 and incorporated
herein by reference.
In connection with the adoption of the new director voting standards, on December 15, 2009,
the Board also approved an amendment to the Company’s Corporate Governance Guidelines to provide
for a directors resignation policy. Pursuant to the new policy, any incumbent director who fails
to receive the required number of votes for re-election in accordance with the Bylaws will tender
his or her written resignation for consideration by the Board in accordance with the procedures set
forth in the Corporate Governance Guidelines. The foregoing summary of the changes to the
Company’s Corporate Governance Guidelines is qualified in its entirety by the full text of the
Corporate Governance Guidelines, which are available at
http://www.ryder.com/investors_corpgov_govguide.shtml.
Item 9.01.
Financial Statements and Exhibits
(d) Exhibits
3.2 Bylaws of Ryder System, Inc., as amended, effective December 15, 2009