Ryder System (NYSE: R) investors reelect board, oppose independent chair bid

Rhea-AI Filing Summary

Ryder System, Inc. reported results of its May 1, 2026 annual shareholder meeting. Shareholders re-elected eleven directors for one-year terms expiring at the 2027 annual meeting, with all nominees receiving strong majority support.

Investors also ratified PricewaterhouseCoopers LLP as the independent auditor for the 2026 fiscal year, with 34,551,838 votes in favor. On an advisory basis, shareholders approved the compensation of the company’s named executive officers, with 33,104,177 votes for and 640,638 against. A shareholder proposal seeking an independent board chair was not approved, drawing 7,075,247 votes for and 26,410,511 against.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Auditor ratification votes for: 34,551,838 votes Say-on-pay votes for: 33,104,177 votes Independent chair proposal votes for: 7,075,247 votes +3 more

6 metrics

Auditor ratification votes for 34,551,838 votes PricewaterhouseCoopers LLP for 2026 fiscal year

Say-on-pay votes for 33,104,177 votes Advisory approval of named executive officer compensation

Independent chair proposal votes for 7,075,247 votes Shareholder proposal on independent board chair

Independent chair proposal votes against 26,410,511 votes Shareholder proposal on independent board chair

Highest director support 33,671,884 votes for Election of director David G. Nord

Director votes for CEO 32,476,098 votes for Election of director Robert E. Sanchez

Key Terms

Annual Meeting of Shareholders, independent registered certified public accounting firm, named executive officers, independent board chair

4 terms

Annual Meeting of Shareholders financial

"At the Annual Meeting of Shareholders of Ryder System, Inc. (the "Company"), held on May 1, 2026"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

independent registered certified public accounting firm financial

"Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered certified public accounting firm for the 2026 fiscal year"

named executive officers financial

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

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

independent board chair financial

"To vote, on an advisory basis, on a shareholder proposal regarding an independent board chair"

Understanding 8-K Material Events →

0000085961false00000859612026-05-042026-05-04

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 4, 2026

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.)

2333 Ponce de Leon Blvd., Suite 700									33134
Coral Gables,			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.    ☐

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

At the Annual Meeting of Shareholders of Ryder System, Inc. (the "Company"), held on May 1, 2026, our shareholders voted as indicated below on the following proposals. All proposals passed, and each director nominee was re-elected.

Proposal 1 - Election of eleven directors for a one-year term of office expiring at the 2027 Annual Meeting.

Nominees			For			Against			Abstain
John J. Diez			32,678,655			1,105,652			23,287
Robert J. Eck			32,092,812			1,688,527			26,255
Robert A. Hagemann			32,746,064			1,035,052			26,478
Michael F. Hilton			31,923,322			1,858,569			25,703
Tamara L. Lundgren			30,152,088			3,631,028			24,478
Luis P. Nieto, Jr.			32,469,128			1,312,425			26,041
David G. Nord			33,671,884			109,796			25,914
Tammy Romo			33,625,884			156,239			25,471
Robert E. Sanchez			32,476,098			1,307,583			23,913
Dmitri L. Stockton			33,665,858			115,947			25,789
Charles M. Swoboda			33,152,800			631,417			23,377

Proposal 2 - Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered certified public accounting firm for the 2026 fiscal year.

For						Against						Abstain
34,551,838						1,442,941						26,253

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

For						Against						Abstain
33,104,177						640,638						62,779

Proposal 4 - To vote, on an advisory basis, on a shareholder proposal regarding an independent board chair.

For						Against						Abstain
7,075,247						26,410,511						321,836

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 4, 2026			RYDER SYSTEM, INC. (Registrant)
			By:			/s/ Robert D.Fatovic
			Name:			Robert D. Fatovic
			Title:			Executive Vice President, Chief Legal Officer & Corporate Secretary

FAQ

What did Ryder System (R) shareholders decide at the 2026 annual meeting?

Shareholders re-elected eleven directors for one-year terms and approved all management proposals. They ratified PricewaterhouseCoopers LLP as auditor and backed executive compensation on an advisory basis, while voting against a shareholder proposal for an independent board chair.

How did Ryder System (R) shareholders vote on director elections?

All eleven director nominees were re-elected with clear majorities. For example, David G. Nord received 33,671,884 votes for and 109,796 against, reflecting broad investor support for the current board composition and its oversight of the company’s strategy.

Was Ryder System (R) executive compensation approved by shareholders?

Yes. On an advisory basis, shareholders approved compensation for named executive officers, with 33,104,177 votes for, 640,638 against, and 62,779 abstentions. This indicates broad backing for the company’s current pay practices and their alignment with performance objectives.

Did Ryder System (R) shareholders support the independent board chair proposal?

No. A shareholder proposal seeking an independent board chair received 7,075,247 votes for, 26,410,511 against, and 321,836 abstentions. These results show investors largely favored retaining the existing board leadership structure rather than mandating an independent chair role.

Which audit firm did Ryder System (R) shareholders ratify for 2026?

Shareholders ratified PricewaterhouseCoopers LLP as Ryder System’s independent registered public accounting firm for the 2026 fiscal year. The vote totaled 34,551,838 in favor, 1,442,941 against, and 26,253 abstentions, signaling continued confidence in the company’s long-time external auditor.

Filing Exhibits & Attachments

3 documents

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• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
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