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): September 18, 2017

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.)

11690 NW 105th Street
Miami, Florida
33178
(Address of principal executive offices)
(Zip Code)

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):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Ryder System, Inc. (the "Company") has appointed Frank Mullen, age 47, to serve as the Company's Vice President and Controller and principal accounting officer effective as of September 18, 2017. Mr. Mullen joins Ryder from Global Eagle Entertainment, a global provider of media, content, connectivity and data analytics, where he held the position of Senior Vice President and Chief Accounting Officer since 2016. From 2015 to 2016, he served as Vice President and Controller of Pinnacle Foods Inc., a manufacturer, marketer and distributor of branded food products. Prior to joining Pinnacle, Mr. Mullen held roles of increasing responsibility at Aramark, a provider of food service, facilities and uniform services, from 2000 through 2015, including Vice President and Assistant Controller from 2014 to 2015 and Associate Vice President – Corporate Accounting from 2006 to 2014. Mr. Mullen began his career in the Audit & Assurance practice of Arthur Andersen LLP. He holds a Bachelor of Science degree in accounting from Villanova University and is a Certified Public Accountant.

The following compensation arrangements for Mr. Mullen have been approved: (1) annual base salary of $300,000, (2) annual target bonus opportunity equal to 55% of his base salary (guaranteed to be paid out at target but prorated for the 2017 performance year), and (3) a long-term incentive award of 2,500 time-based restricted stock rights, granted on the first day of Mr. Mullen's employment. The time-based restricted stock rights will not vest until the third anniversary of the grant date, subject to Mr. Mullen's continued employment. In addition, subject to certain conditions, the Company will reimburse Mr. Mullen for his relocation costs and expenses. The compensation arrangements described above are reflected in an employment offer letter, a copy of which is attached hereto as Exhibit 10.1. The foregoing summary is qualified in its entirety by reference to the full text of the offer letter.

In addition, Mr. Mullen is eligible for certain severance benefits in the event his employment is terminated due to death, disability, without cause or after a change in control in accordance with the Company’s Executive Severance Plan that was filed with the SEC on February 14, 2017.

There is no arrangement or understanding between Mr. Mullen and any other person pursuant to which Mr. Mullen was appointed as Vice President and Controller and principal accounting officer. There are no family relationships between Mr. Mullen and any of the Company’s directors or executive officers, and the Company has not entered into any transactions with Mr. Mullen requiring disclosure under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

The Company issued a press release on September 18, 2017 announcing Mr. Mullen’s appointment. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished by the Company pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01(d) Exhibits

Exhibit
Description
Employment Offer Letter for Frank Mullen, dated August 25, 2017, between Ryder System, Inc. and Frank Mullen
Press Release issued by Ryder System, Inc. on September 18, 2017





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.

September 18, 2017                    RYDER SYSTEM, INC.
(Registrant)



By:      /s/ Robert D. Fatovic         
Name:     Robert D. Fatovic
Title: Executive Vice President, Chief Legal Officer & Corporate Secretary     








Exhibit 10.1






August 25, 2017


Frank Mullen
[Address]

Dear Frank:

I am pleased to confirm our verbal offer of employment for the position of Vice President, Chief Accounting Officer & Controller, Ryder System, Inc. Your employment will commence on a date mutually agreeable to you and Ryder. Your appointment to this position is subject to the approval of the Board of Directors.

This position is offered to you at an annual base salary of $300,000.00. Your annual cash incentive opportunity will be 55% of eligible base salary. The award is based on the Ryder System Inc. Equity and Incentive Compensation Plan and is paid in February of each year for the preceding year, as approved by the Board of Directors. For the 2017 performance year, you will receive a payout at target, but prorated based on time worked in 2017.

An initial long-term incentive award of 2,500 Time-Vested Restricted Stock rights is being recommended and is subject to the approval of the Compensation Committee of the Board of Directors. Your award will be delivered on your first day of employment and will cliff vest three years from your date of employment.

As with any other executive, your eligibility for future awards will be subject to the company’s Long-Term Incentive Program administered by the Board of Directors. Annual awards are awarded in February and are delivered in a combination of stock options, performance-based restricted stock, and time-vested restricted stock. Terms and conditions, as well as vesting schedules are delivered when the award is made.

Stock ownership by management is valued at Ryder. Accordingly, a stock ownership guideline of one (1) times base salary has been established for your position. You will have five years from your date of hire to reach your required stock ownership level. While five years have been allotted as the maximum time frame over which to accumulate full stock ownership levels, you should meet a pro-rata portion of the stock ownership guideline for each month in your position.

Your new position also includes the following executive perquisites: a monthly car allowance of $800; an annual executive perquisite allowance of $2,700 per year, (you will receive a pro-rata allowance); and an annual tax preparation and financial planning allowance of up to $3,000 per year. Additional executive perquisites include Executive Life Insurance providing coverage equal to three times base pay, supplemental long-term disability coverage in addition to any underlying coverage in place; and twenty-four hour travel accident insurance. The perquisites offered to executives are subject to change at the discretion of the Board of Directors.

You are also eligible for a full-reimbursement relocation package. When you are ready to relocate, you should contact Jessie Melendez with Relocation Services who will assist you with your move. She can be reached at (305) 500-3738.

You are also eligible for Ryder System, Inc. employee benefits as summarized in the enclosed Benefits at a Glance. Please note that your coverage under Ryder's benefit plan will be effective on the first day of the month following 60 days (not to exceed 90 days) of continuous full-time, active employment, however, you




must enroll within 45 days of your date of hire. Your enrollment package will be sent to you from the Ryder BenefitsNow Service Center shortly after you are hired. It will reflect both the deadline to enroll and your benefits effective date. If you do not receive your enrollment package, please contact the BenefitsNow Service Center at 800-280-2999 or if you prefer, you may enroll on-line at www.Ryder.BenefitsNow.com .

In addition, Ryder agrees to reimburse you for the difference between the cost of Ryder’s medical and dental coverage and the COBRA health insurance premiums through your present employer until such time as your Ryder health insurance becomes effective.

Government regulations require that we verify identity and employment eligibility of all new employees within three business days of their date of hire. Please be prepared to submit proper documentation on your start date.

This offer letter is contingent upon your successful completion of a background check and a post-offer drug screening test.

This is a letter of offer and not to be construed as a formal contract of employment. We hope you understand that we must confirm your employment to be on an “at will” basis. Neither our stating your salary or wages in annualized terms nor our comments and representations in other respects are intended to express or imply that you will be working either for any particular duration or under a contract of employment.

Frank, I am looking forward to working with you. Please call me at (305) 500-5494 or Frank Lopez, SVP Human Resources at (305) 500-4497 should you have any questions regarding this offer.

Sincerely,

/s/ Art Garcia




August 25, 2017

To:      Art Garcia

From:  Frank Mullen

Re:      Acceptance of Offer Letter





I acknowledge and understand the terms and contingencies of this offer and hereby accept this offer of employment with Ryder


/s/ Frank Mullen
_________________________________________
Signature

Frank Mullen
__________________________________________
Print Name

8/25/17
___________________________________________
Date Signed






This acceptance should be returned to Frank Lopez via email at flopez@ryder.com .





Exhibit 99.1

News Release


Contacts:      Media:                          Investor Relations:
David Bruce                         Bob Brunn
(305) 500-4999                    (305) 500-4210

Ryder Appoints Frank Mullen Vice President and Controller

MIAMI, September 18, 2017 - Ryder System, Inc. (NYSE: R), a leader in commercial fleet management , dedicated transportation, and supply chain solutions, today announced the appointment of Frank Mullen to the position of Vice President and Controller. In this position, Mr. Mullen reports directly to Ryder Executive Vice President and Chief Financial Officer Art A. Garcia and will serve as Ryder’s principal accounting officer, responsible for corporate accounting and planning, internal and external financial reporting, vehicle administration, as well as accounting for insurance, benefits, payroll, and sales tax.

“Frank brings over 25 years of finance and accounting experience and the ability to lead and motivate large global teams to this important role,” said Executive Vice President and Chief Financial Officer, Art Garcia.

Mr. Mullen joins Ryder from Global Eagle Entertainment where he served as Senior Vice President and Chief Accounting Officer. Prior to that role, Mr. Mullen held the position of Vice President and Controller at Pinnacle Foods Inc. Prior to his role at Pinnacle Foods, Mr. Mullen spent over 15 years with Aramark where he held positions of increasing responsibility in the areas of accounting and finance. Mr. Mullen began his career in the audit and assurance practice of Arthur Andersen LLP. He holds a bachelor’s degree in accounting from Villanova University and is a Certified Public Accountant.

About Ryder
Ryder is a FORTUNE 500® commercial fleet management, dedicated transportation, and supply chain solutions company. Ryder’s stock (NYSE:R) is a component of the Dow Jones Transportation Average and the S&P MidCap 400® index. Ryder has been named among FORTUNE ’s World’s Most Admired Companies, and has been recognized for its industry-leading practices in third-party logistics, environmentally-friendly fleet and supply chain solutions, and world-class safety and security programs. The Company is a proud member of the American Red Cross Disaster Responder Program, supporting national and local disaster preparedness and response efforts. For more information, visit www.ryder.com , and follow us on our Online Newsroom and social media pages: Facebook , LinkedIn , Twitter , Instagram , and YouTube .

###

Note Regarding Forward-Looking Statements: Certain statements and information included in this news release are "forward-looking statements" within the meaning of the Federal Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on our current plans and expectations and are subject to risks, uncertainties and assumptions. Accordingly, these forward-looking statements should be evaluated with consideration given to the many risks and uncertainties that could cause actual results and events to differ materially from those in the forward-looking statements including those risks set forth in our periodic filings with the Securities and Exchange Commission. New risks emerge from time to time. It is not possible for management to predict all such risk factors or to assess the impact of such risks on our




business. Accordingly, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
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