DEFA14A 1 defa14aadditionalproxysoli.htm DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.    )

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Filed by a Party other than the Registrant  o

Check the appropriate box:

o			Preliminary Proxy Statement			o			Confidential, for Use of the Commission Only
o			Definitive Proxy Statement						(as permitted by Rule 14a-6(e)(2))
þ			Definitive Additional Materials
o			Soliciting Material under § 240.14a-12

Ryder System, Inc.

 (Name of Registrant as Specified In Its Charter)

 

 (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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[The following is an e-mail to Company employees sent on April 26, 2022 from Robert E. Sanchez, Chairman and Chief Executive Officer]

Subject: Important Message to Employee Shareholders - VOTE YOUR RYDER SHARES!

If you own shares of Ryder stock, you should have received proxy materials for our 2022 Annual Meeting of Shareholders, being held on Friday, May 6, 2022. At this meeting, our shareholders, including many of you, will vote on four proposals.

As in the past, we ask that you vote with the Board's recommendations: "FOR" Proposals 1 – 3, and "AGAINST" Proposal 4 (shareholder proposal regarding written consent).

Your vote is important because our Board opposes Proposal 4, which is on the ballot. Proposal 4 requests lowering the ownership threshold from 25% to 10% to permit shareholder action by written consent. As you may recall we received a nearly identical proposal last year, which a majority of our shareholders voted AGAINST at last year’s 2021 annual meeting. We continue to believe this proposal is unnecessary as Ryder’s shareholders already have the right to call a special meeting with a low threshold of 10%. In addition, this proposal could subject the Company and all shareholders to significant costs and disruption. Please refer to our proxy statement for the Board’s full statement in opposition of Proposal 4.

Note About Accessing Proxy Materials:

If you own Ryder shares that are fully vested (e.g., through your 401(k), the Employee Stock Purchase Plan or through Ryder’s Equity and Incentive Compensation Plan), you should have received a notice with instructions on how to electronically access the proxy materials and vote your shares. If you own shares through multiple accounts, you should have receive a separate notice with a 16-digit control number to vote your shares in each account.

Employees who elected to receive their account materials electronically should have received an e-mail notice in March 2022. Please make sure to check your junk folder if you do not find it in your inbox. Depending on how you own your shares, your notice could have come from one or more of the following entities:

RYDER SYSTEM, INC.

MORGAN STANLEY SMITH BARNEY

FIDELITY INVESTMENTS

NATIONAL FINANCIAL SERVICES (FIDELITY)

REGISTRAR@PROXYVOTE.COM

Thank you for your continued support,

Robert Sanchez

Chairman and Chief Executive Officer