RYDER SYSTEM, INC. (NYSE:R) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
L. Patrick Hassey, a member of the Board of Directors ("Board") of Ryder System, Inc. (the "Company") and a member of the Board's Compensation Committee and the Corporate Governance and Nominating Committee, will retire from the Board,effectiveon February 9, 2018, in accordance with the Company's director retirement policy as set forth in the Company's Corporate Governance Guidelines. His decision to retire as a director was not due to any disagreements with the Company or any matter relating to its operations, policies or practices. Mr. Hassey has been a valuable member of the Company’s Board of Directors since 2005.
Also, on February 9, 2018, the Board voted unanimously to increase the size of the Board from eleven members to twelve members and, based on the nomination made by the Corporate Governance and Nominating Committee, appointed Mr. David G. Nord and Mr. Dmitri L. Stockton, effective as of March 1, 2018. Messrs. Nord and Stockton will serve as members of both the Compensation and Finance Committees.
The Board has determined that Messrs. Nord and Stockton qualify as independent under the independence standards set forth in the NYSE corporate governance listing standards. There are no arrangements or understandings between either Mr. Nord or Mr. Stockton and any other persons with respect to their appointments as a director. Neither Mr. Nord, Mr. Stockton, nor any immediate family member of Mr. Nord or Mr. Stockton has been a participant in any transaction or currently proposed transaction with the Company that is reportable under Item 404(a) of Regulation S-K.
Messrs. Nord and Stockton will participate in the standard non-employee director compensation arrangements described under the heading "Director Compensation" in the Company's 2017 Proxy Statement, which was filed with the Securities and Exchange Commission on March 20, 2017. The Company expects to enter into a Director Indemnification Agreement with Messrs. Nord and Stockton, the form of which was previously filed with the Commission on February 29, 2016.
Acopy of the press releases announcing the retirement of Mr. Hassey and the appointment of Messrs. Nord and Stockton are attached as Exhibit 99.1 and 99.2, respectively, to this Current Report on Form 8-K and is incorporated into this Item 5.02 by reference.
Item 5.02 Financial Statements and Exhibits
RYDER SYSTEM INC ExhibitEX-99.1 2 lpatrickhasseyretirementfi.htm EXHIBIT 99.1 Exhibit Exhibit 99.1News ReleaseFor Information Contact: Jennifer Hanlon Claudia Panfil (305) 500-4547 (305) 500-3668 [email protected] [email protected] Ryder System,…To view the full exhibit click
About RYDER SYSTEM, INC. (NYSE:R)
Ryder System, Inc. is engaged in offering transportation and supply chain management solutions. The Company operates through three segments: Fleet Management Solutions (FMS), which provides full service leasing, commercial rental, contract maintenance and contract-related maintenance of trucks, tractors and trailers to customers in the United States, Canada and the United Kingdom; Dedicated Transportation Solutions (DTS), which provides vehicles and drivers as part of a dedicated transportation solution in the United States, and Supply Chain Solutions (SCS), which provides supply chain solutions, including distribution and transportation services in North America and Asia. It provides purchase option for a selection of used trucks, tractors and trailers through its used vehicle sales program. It offers services to various industries, including automotive, consumer packaged goods, transportation and warehousing, retail, consumer brands, housing, and paper and publishing.