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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
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Definitive
Proxy Statement
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o
Definitive
Additional Materials
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Soliciting
Material under
§ 240.14a-12
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o | No fee required. |
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
(1) | Title of each class of securities to which transaction applies: |
(2) | Aggregate number of securities to which transaction applies: |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
(4) | Proposed maximum aggregate value of transaction: |
(5) | Total fee paid: |
o | Fee paid previously with preliminary materials: |
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
(1) | Amount Previously Paid: |
(2) | Form, Schedule or Registration Statement No.: |
(3) | Filing Party: |
(4) | Date Filed: |
Time:
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10:00 a.m., Eastern Daylight Time | |
Date:
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Friday, May 14, 2010 | |
Place:
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Ryder System, Inc. Headquarters
11690 N.W. 105 th Street Miami, Florida 33178 |
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Purpose:
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1. To elect three directors as follows: David I. Fuente,
Eugene A. Renna and Abbie J. Smith for a three-year term
expiring at the 2013 Annual Meeting of Shareholders.
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2. To ratify the appointment of PricewaterhouseCoopers LLP
as our independent registered certified public accounting firm
for the 2010 fiscal year.
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3. To reapprove the performance criteria under the Ryder
System, Inc. 2005 Equity Compensation Plan.
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4. To approve an amendment to the Ryder System, Inc. Stock
Purchase Plan for Employees to increase the number of shares
issuable under the Plan by 1,000,000.
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5. To consider any other business that is properly
presented at the meeting.
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Who May Vote:
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You may vote if you were a record owner of our common stock at the close of business on March 19, 2010. | |
Proxy Voting:
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Your vote is important. You may vote: | |
via Internet;
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by telephone;
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by mail, if you
have received a paper copy of the proxy materials; or
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in person at the
meeting.
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A-1 | ||||
B-1 |
Q: | When and where is the Annual Meeting? | |
A: | We will hold the Annual Meeting on Friday, May 14, 2010, at 10:00 a.m. Eastern Daylight Time at the Ryder System, Inc. Headquarters, 11690 N.W. 105 th Street, Miami, Florida 33178. A map with directions to the meeting can be found on the printed proxy card. |
Q: | What am I voting on? | |
A: | You are voting on four proposals: | |
1. The election of David I. Fuente, Eugene A. Renna and
Abbie J. Smith as directors, each to serve for a three-year term
expiring at the 2013 Annual Meeting of Shareholders.
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2. Ratification of the appointment of
PricewaterhouseCoopers LLP as our independent registered
certified public accounting firm for the 2010 fiscal year.
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3. Re-approval of the performance criteria under the Ryder
System, Inc. 2005 Equity Compensation Plan (the 2005
Equity Compensation Plan).
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4. Approval of the amendment to the Ryder System, Inc.
Stock Purchase Plan for Employees (the Employee Stock
Purchase Plan) to increase the number of shares issuable
under the plan by 1,000,000.
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You will also be voting on such other business, if any, as may properly come before the meeting, or any adjournment of the meeting. |
1
Q: | What are the voting recommendations of the Board of Directors? | |
A: | The Board recommends that you vote: | |
FOR the election of each of the director nominees.
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FOR the ratification of the appointment of
PricewaterhouseCoopers LLP as our independent registered
certified public accounting firm for the 2010 fiscal year.
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FOR the re-approval of the performance criteria
under the 2005 Equity Compensation Plan.
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FOR approval of the amendment to the Employee Stock
Purchase Plan to increase the number of shares issuable under
the Plan by 1,000,000.
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Q: | Who can vote? | |
A: | The Board of Directors has set March 19, 2010 as the record date for the Annual Meeting. Holders of Ryder common stock at the close of business on the record date are entitled to vote their shares at the Annual Meeting. As of March 19, 2010, there were 53,251,385 shares of common stock issued, outstanding and entitled to vote. Each share of common stock issued and outstanding is entitled to one vote. |
Q: | What is a shareholder of record? | |
A: | You are a shareholder of record if you are registered as a shareholder with our transfer agent, Wells Fargo Bank, N.A. (Wells Fargo). |
Q: | What is a beneficial shareholder? | |
A: | You are a beneficial shareholder if a brokerage firm, bank, trustee or other agent (nominee) holds your shares. This is often called ownership in street name, since your name does not appear anywhere in our records. |
Q: | What shares are reflected on my proxy? | |
A: | Your proxy reflects all shares owned by you at the close of business on March 19, 2010. For participants in our 401(k) Plan, shares held in your account as of that date are included in your proxy, and the proxy will serve as a voting instruction for the trustee of our 401(k) Plan who will vote your shares as you instruct. |
Q: | How many votes are needed for the proposals to pass? | |
A: | Our By-Laws provide that, in connection with an uncontested election of directors, as we have this year, the affirmative vote of the holders of at least a majority of the total number of shares cast is required for the election of each director. | |
Our By-Laws provide that all proposals that require shareholder approval, other than those involving the election of directors, must receive the affirmative vote of the holders of at least a majority of the total number of shares issued and outstanding and entitled to vote in order to be approved. Consequently, each of the other three proposals upon which you are being asked to vote, (1) the ratification of the appointment of PricewaterhouseCoopers LLP, (2) the re-approval of the performance criteria under the 2005 Equity Compensation Plan and (3) the amendment to the Employee Stock Purchase Plan, must receive the affirmative vote of the holders of at least a majority of the total number of shares issued and outstanding and entitled to vote in order to be approved. |
2
Q: | What is a quorum? | |
A: | A quorum is the minimum number of shares required to hold a meeting. Under our By-Laws, the holders of a majority of the total number of shares issued and outstanding and entitled to vote at the meeting must be present in person or represented by proxy for a quorum. |
Q: | Who can attend the Annual Meeting? | |
A: | Only shareholders and our invited guests are permitted to attend the Annual Meeting. To gain admittance, you must bring a form of personal identification to the meeting, where your name will be verified against our shareholder list. If a broker or other nominee holds your shares and you plan to attend the meeting, you should bring a brokerage statement showing your ownership of the shares as of the record date, a letter from the broker confirming such ownership and a form of personal identification. If you wish to vote your shares that are held by a broker or other nominee at the meeting, you must obtain a proxy from your broker or nominee and bring your proxy to the meeting. |
Q: | How do I vote? | |
A: | If you are a shareholder of record, you may vote on the Internet, by telephone or by signing, dating and mailing your proxy card. Detailed instructions for Internet and telephone voting are set forth on the Notice and the printed proxy card. You may also vote in person at the Annual Meeting. | |
If your shares are held in our 401(k) Plan, the proxy will serve as a voting instruction for the trustee of our 401(k) Plan who will vote your shares as you instruct. To allow sufficient time for the trustee to vote, your voting instructions must be received by May 11, 2010. If the trustee does not receive your instructions by that date, the trustee will vote the shares you hold through our 401(k) Plan in the same proportion as those shares in our 401(k) Plan for which voting instructions were received. | ||
If you are a beneficial shareholder, you must follow the voting procedures of your broker, bank or trustee. |
Q: | What does it mean if I receive more than one proxy card? | |
A: | It means that you hold shares in more than one account. To ensure that all your shares are voted, sign and return each proxy card. Alternatively, if you vote by telephone or on the Internet, you will need to vote once for each proxy card and voting instruction card you receive. |
Q: | If I plan to attend the Annual Meeting, should I still vote by proxy? | |
A: | Yes. Casting your vote in advance does not affect your right to attend the Annual Meeting. If you send in your proxy card and also attend the meeting, you do not need to vote again at the meeting unless you want to change your vote. Written ballots will be available at the meeting for shareholders of record. | |
Beneficial shareholders who wish to vote in person must request a legal proxy from the nominee and bring that legal proxy to the Annual Meeting. |
Q: | Who pays the cost of this proxy solicitation? | |
A: | We pay the cost of soliciting your proxy and reimburse brokerage firms and others for forwarding proxy materials to you. In addition to solicitation by mail, solicitations may also be made by personal interview, letter, fax and telephone. Certain of our officers, directors and employees may participate in the solicitation of proxies without additional consideration. |
3
Q: | What is Householding? | |
A: | The SECs Householding rule affects the delivery of our annual disclosure documents (such as annual reports, proxy statements, notices of internet availability of proxy materials and other information statements) to shareholders. Under this rule, we are allowed to deliver a single set of our annual report and proxy statement to multiple shareholders at a shared address or household, unless a shareholder at that shared address delivers contrary instructions to us through our transfer agent, Wells Fargo. Each shareholder will continue to receive a separate proxy card or voting instruction card even when a single set of materials is sent to a shared address under the Householding rule. The Householding rule is designed to reduce the expense of sending multiple disclosure documents to the same address. | |
If you are a registered shareholder and you want to request a separate copy of this proxy statement or accompanying annual report, you may contact our Investor Relations Department by calling (305) 500-4053, in writing at Ryder System, Inc., Investor Relations Department, 11690 N.W. 105th Street, Miami, Florida 33178, or by e-mail to RyderforInvestors@ryder.com , and a copy will be promptly sent to you. If you wish to receive separate documents in future mailings, please contact our transfer agent, Wells Fargo by calling (866) 927-3884, in writing at Wells Fargo Bank, N.A., Shareowner Services, P.O. Box 64854, St. Paul, Minnesota 55164-0854, or by e-mail at www.wellsfargo.com/shareownerservices . Our 2009 annual report and this proxy statement are also available through our website at www.ryder.com . | ||
Two or more shareholders sharing an address can request delivery of a single copy of annual disclosure documents if they are receiving multiple copies by contacting Wells Fargo in the manner set forth above. | ||
If a broker or other nominee holds your shares, please contact such holder directly to inquire about the possibility of Householding. |
Q: | Who tabulates the votes? | |
A: | Our Board of Directors has appointed Broadridge Financial Solutions, Inc. (Broadridge) as the independent Inspector of Election. Representatives of Broadridge will count the votes. |
Q: | Is my vote confidential? | |
A: | Yes. The voting instructions of shareholders of record will only be available to the Inspector of Election (Broadridge). Voting instructions for employee benefit plans will only be available to the plans trustees and the Inspector of Election. The voting instructions of beneficial shareholders will only be available to the shareholders bank, broker or trustee. Your voting records will not be disclosed to us unless required by a legal order, requested by you or cast in a contested election. |
Q: | What if I abstain from voting on a proposal? | |
A: | If you sign and return your proxy marked abstain on any nominee for director, your shares will be counted for purposes of determining whether a quorum is present, but will not be included in vote totals for that nominee and will not affect the outcome of the vote. | |
If you sign and return your proxy marked abstain on either (1) the proposal for the ratification of the appointment of PricewaterhouseCoopers LLP, (2) the re-approval of the performance criteria under the 2005 Equity Compensation Plan or (3) the approval of the amendment to the Employee Stock Purchase Plan, your shares will be counted for purposes of determining whether a quorum is present. As each of these proposals requires the affirmative vote of the holders of at least a majority of the total number of shares issued and outstanding, a marking of abstain on any of these proposals will have the same effect as a vote against the proposal. |
4
Q: | What if I sign and return my proxy without making any selections? | |
A: | If you sign and return your proxy without making any selections, your shares will be voted FOR each of the director nominees and FOR each of the three other proposals. If other matters properly come before the meeting, the proxy holders will have the authority to vote on those matters for you at their discretion. As of the date of this proxy statement, we are not aware of any matters that will come before the meeting other than those disclosed in this proxy statement. |
Q: | What if I am a beneficial shareholder and I do not give the nominee voting instructions? | |
A: | Brokerage firms have the authority under New York Stock Exchange (NYSE) rules to vote shares for which their customers do not provide voting instructions on certain routine matters. A broker non-vote occurs when a broker or other nominee who holds shares for another does not vote on a particular item because the broker or nominee does not have discretionary voting authority for that item and has not received instructions from the owner of the shares. Broker non-votes are included in the calculation of the number of votes considered to be present at the meeting for purposes of determining the presence of a quorum but are not counted as shares present and entitled to be voted with respect to a matter on which the broker or nominee has expressly not voted. | |
The proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered certified public accounting firm is the only proposal set forth in this proxy statement that is considered routine under the NYSE rules. If you are a beneficial shareholder and your shares are held in the name of a broker, the broker is permitted to vote your shares on the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered certified public accounting firm even if the broker does not receive voting instructions from you. | ||
Pursuant to the NYSE rules, the proposals regarding (1) re-approval of the performance criteria under the 2005 Equity Compensation Plan and (2) amendment of the Employee Stock Purchase Plan are not deemed to be routine. In addition, on July 1, 2009, the SEC approved a change to the NYSE rules that stated that the election of directors would no longer be considered a routine matter, whether or not the election was contested. Consequently, if you do not give your broker instructions, your broker will not be able to vote on any of these three proposals. | ||
The table below sets forth, for each proposal on the ballot, whether a broker can exercise discretion and vote your shares absent your instructions and if not, the impact of such broker non-vote on the approval of the proposal. |
Can Brokers Vote
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Impact of
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Proposal
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Absent Instructions?
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Broker Non-Vote
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Election of Directors
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No | None | ||
Ratification of Auditors
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Yes | Not Applicable | ||
Re-approval of the performance criteria
under 2005 Equity Compensation Plan |
No |
Same as a Vote
Against |
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Amendment to Employee Stock
Purchase Plan |
No |
Same as a Vote
Against |
Q: | How do I change my vote? | |
A: | A shareholder of record may revoke a proxy by giving written notice of revocation to our Corporate Secretary before the meeting, by delivering a later-dated proxy (either in writing, by telephone or over the Internet), or by voting in person at the Annual Meeting. | |
If you are a beneficial shareholder, you may change your vote by following the nominees procedures for revoking or changing your proxy. |
5
Q: | When are shareholder proposals for next years Annual Meeting due? | |
A: | To be considered for inclusion in Ryders 2011 proxy statement, shareholder proposals must be delivered in writing to us at 11690 N.W. 105th Street, Miami, Florida 33178, Attention: Corporate Secretary, no later than November 29, 2010. Additionally, we must receive proper notice of any shareholder proposal to be submitted at the 2011 Annual Meeting of Shareholders (but not required to be included in our proxy statement) at least 90, but no more than 120, days before the one-year anniversary of the 2010 Annual Meeting. | |
If a shareholder would like to nominate one or more directors for election at the 2011 Annual Meeting of Shareholders, he or she must give advance written notice to us at least 90, but no more than 120, days before the one-year anniversary of the 2010 Annual Meeting, as required by our By-Laws. The notice must include information regarding both the proposing shareholder and the director nominee. For a discussion of the types of information that must be provided, please refer to the discussion under Process for Nominating Directors on page 19 of this proxy statement. In addition, the director nominee must submit a completed and signed questionnaire. This questionnaire will be provided by the Corporate Secretary upon request and is similar to the annual questionnaire completed by all of our directors relating to their background, experience and independence. | ||
All of the requirements relating to the submission of shareholder proposals or director nominations are included in our By-Laws. A copy of our By-Laws can be obtained from our Corporate Secretary. The By-Laws are also included in our filings with the SEC which are available on the SECs website at www.sec.gov . |
Q: | Can I receive future proxy materials electronically? | |
A: | Yes. If you are a shareholder of record you may, if you wish, receive future proxy statements and annual reports online. If you vote via the Internet as described on your proxy card, you may sign up for electronic delivery at the same time. You may also register for electronic delivery of future proxy materials on the Investor Relations page of our website at www.ryder.com . | |
If you elect this feature, you will receive an e-mail message notifying you when the materials are available along with a web address for viewing the materials and instructions for voting by telephone or on the Internet. | ||
We encourage you to sign up for electronic delivery of future proxy materials as this will allow you to receive the materials more quickly and will reduce printing and mailing cost. |
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David I. Fuente
, 64, served as Chairman and Chief
Executive Officer of Office Depot, Inc. from 1987, one year
after the company was founded, until he retired as its Chief
Executive Officer in June 2000 and as Chairman in December 2001.
Before joining Office Depot, Mr. Fuente served for eight
years at the Sherwin-Williams Company as President of its Paint
Stores Group. Before joining Sherwin-Williams, he was Director
of Marketing at Gould, Inc.
Mr. Fuente was elected to the Board of Directors in May 1998 and is a member of the Compensation Committee and the Finance Committee. The Board nominated Mr. Fuente as a director because of his past experience as a Board Chairman and Chief Executive Officer and years of executive oversight and senior management experience in large, global public companies as well as his operational and significant marketing experience. Mr. Fuente serves on the Boards of Directors of Office Depot, Inc., Dicks Sporting Goods, Inc. and Sunrise Senior Living Inc. |
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Eugene A. Renna
, 65, retired from ExxonMobil Corporation
in January 2002 where he was an Executive Vice President and a
member of its Board of Directors. He was President and Chief
Operating Officer of Mobil Corporation, and a member of its
Board of Directors, until the time of its merger with Exxon
Corporation in 1999. As President and Chief Operating Officer of
Mobil, Mr. Renna was responsible for overseeing all of its
global exploration and production, marketing and refining, and
chemicals and technology business activities.
Mr. Rennas career with Mobil began in 1968 and
included a range of senior management roles such as:
responsibility for all marketing and refining operations in the
Pacific Rim, Africa and Latin America; Executive Vice President
of International Marketing and Refining Division; Vice President
of Planning and Economics; President of Mobils worldwide
Marketing and Refining Division; and Executive Vice President
and Director of Mobil. Mr. Renna also served as a Director
of Fortune Brands, Inc. until December 2007.
Mr. Renna was elected to the Board of Directors in July 2002 and is a member of the Audit Committee and the Finance Committee. The Board nominated Mr. Renna as a director because of his years in senior management positions in large, global public companies as well as his oversight and experience in the areas of marketing and domestic and international operations. |
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Abbie J. Smith
, 56, is the Boris and Irene Stern
Professor of Accounting at the University of Chicago Booth
School of Business. She joined their faculty in 1980 upon
completion of her Ph.D. at Cornell University. The primary focus
of her research is corporate restructuring, transparency, and
corporate governance. Professor Smith is a co-editor of the
Journal of Accounting Research
.
Ms. Smith was elected to the Board of Directors in July 2003 and is the Chair of the Audit Committee and a member of the Finance Committee. The Board nominated Ms. Smith as a director because of her accomplished educational background and academic experience in accounting, as well as her published works and significant contributions in the areas of accounting and corporate governance. Ms. Smith serves on the Boards of Directors of HNI Corporation, DFA Investment Dimensions Group Inc. and Dimensional Investment Group Inc. She also serves as a trustee of certain Chicago-based UBS Funds. |
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James S. Beard
, 69, served as Vice President of
Caterpillar Inc. from 1991 to 2005, with responsibility for the
Financial Products Division. His responsibilities included
Caterpillar Financial Services Corporation, where he served as
President, Caterpillar Insurance Services Corporation,
Caterpillar Redistribution Services Inc. and Caterpillar Power
Ventures Corporation. He served in the leadership position of
Caterpillar Financial Services since its formation in 1981.
Mr. Beard was elected to the Board of Directors in July 2008 and is a member of the Compensation Committee and the Finance Committee. The Board nominated Mr. Beard as a director because of his years of leadership experience in the equipment leasing industry and global operations, as well as his experience in compensation and finance. Mr. Beard serves on the Boards of Directors of Genesco, Inc. and Rogers Group, Inc. and is a past Chairman of the Equipment Leasing and Finance Association. |
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John M. Berra
, 62, is Chairman of Emerson Process
Management, a global leader in providing solutions to customers
in process control, and Executive Vice President of Emerson
Electric Company. Until October 1, 2008, he served as
President of Emerson Process Management. Mr. Berra joined
Emersons Rosemount division as a marketing manager in 1976
and thereafter continued assuming more prominent roles in the
organization until 1997 when he was named President of
Emersons Fisher-Rosemount division (now Emerson Process
Management). Prior to joining Emerson, Mr. Berra was an
instrument and electrical engineer with Monsanto Company.
Mr. Berra was elected to the Board of Directors in July 2003 and is the Chair of the Compensation Committee and a member of the Finance Committee. The Board nominated Mr. Berra as a director because of his years in positions of executive oversight and senior leadership in a global company with a diversified business as well as his experience in global marketing and operations and expertise in technology and engineering. Mr. Berra serves as an advisory director to the Board of Directors of Emerson Electric Company. He also serves as Chairman of the Fieldbus Foundation, serves on the Board of Trustees of the Dell Childrens Medical Center Foundation of Central Texas and is a past Chairman of the Measurement, Control, and Automation Association. |
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9
L. Patrick Hassey
, 64, is Chairman, President and Chief
Executive Officer of Allegheny Technologies Incorporated (ATI),
a global leader in the production of specialty materials.
Mr. Hassey was Executive Vice President and a member of the
corporate executive committee of Alcoa, Inc. from May 2000 until
his early retirement in February 2003. He served as Executive
Vice President of Alcoa and Group President of Alcoa Industrial
Components from May 2000 to October 2002. Prior to May 2000,
Mr. Hassey served as Executive Vice President of Alcoa and
President of Alcoa Europe, Inc. Prior to becoming President and
Chief Executive Officer of ATI in October 2003, he was an
outside management consultant to ATI executive management.
Mr. Hassey was elected to the Board of Directors in December 2005 and is a member of the Compensation Committee and the Governance Committee. The Board nominated Mr. Hassey as a director because of his experience as a Board Chairman, President and Chief Executive Officer and years in positions of executive oversight and senior leadership in large, global public companies as well as his experience in domestic and international operations. Mr. Hassey serves on the Boards of Directors of ATI, Allegheny Conference on Community Development, which serves Southwestern Pennsylvania, McGowan Institute for Regenerative Medicine and Pittsburgh Council, Boy Scouts of America. |
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Lynn M. Martin
, 70, served as Secretary of Labor under
President George H.W. Bush from 1991 to 1993. Ms. Martin is
the President of Martin Hall Group LLC, a consulting firm. She
is a regular commentator, panelist, columnist and speaker on
issues relating to the changing global economic and political
environment. Ms. Martin was the Davie Chair at the J.L.
Kellogg Graduate School of Management and a Fellow of the
Kennedy School Institute of Politics. Ms. Martin also
served on the Boards of Directors of The Procter &
Gamble Company and Constellation Energy Group, Inc. until
January 2010.
Ms. Martin was elected to the Board of Directors in August 1993 and is a member of the Compensation Committee and the Governance Committee. The Board nominated Ms. Martin as a director because of her prominent regulatory and government experience and expertise, including her leadership experience overseeing the Department of Labor while serving as the Secretary of Labor, as well as other leadership and academic experience. Ms. Martin serves on the Boards of Directors of AT&T Inc., The Dreyfus Funds and Chicagos Lincoln Park Zoo. She is also a member of the Council on Foreign Relations and the Chicago Council of Global Affairs. |
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Luis P. Nieto, Jr.
, 54, retired as President of the
Consumer Foods Group for ConAgra Foods Inc. in 2009. ConAgra
Foods is one of the largest packaged foods companies in North
America. Prior to joining ConAgra, Mr. Nieto was President
and Chief Executive Officer of the Federated Group, a leading
private label supplier to the retail grocery and foodservice
industries from 2002 to 2005. From 2000 to 2002, he served as
President of the National Refrigerated Products Group of Dean
Foods Company. Prior to joining Dean Foods, Mr. Nieto held
positions in brand management and strategic planning with
Mission Foods, Kraft Foods and the Quaker Oats Company.
Mr. Nieto was elected to the Board of Directors in February 2007 and is a member of the Audit Committee and the Governance Committee. The Board nominated Mr. Nieto as a director because of his senior leadership and executive oversight experience as well as his finance and operational experience, which includes supply chain/logistics oversight, and expertise in brand management/marketing and strategic planning. Mr. Nieto serves on the Board of Directors of AutoZone, Inc. and is a member of the University of Chicagos College Visiting Committee. |
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10
E. Follin Smith
, 50, served until May 2007 as the
Executive Vice President, Chief Financial Officer and Chief
Administrative Officer of Constellation Energy Group, Inc., then
the nations largest competitive supplier of electricity to
large commercial and industrial customers and the nations
largest wholesale power seller. Ms. Smith joined
Constellation Energy Group as Senior Vice President, Chief
Financial Officer in June 2001 and was appointed Chief
Administrative Officer in December 2003. Before joining
Constellation Energy Group, Ms. Smith was Senior Vice
President and Chief Financial Officer of Armstrong Holdings,
Inc., the global leader in hard-surface flooring and ceilings.
Ms. Smith began her career with Armstrong in 1998 as Vice
President and Treasurer and was promoted to her last position in
March 2000. Prior to joining Armstrong, Ms. Smith held
various senior financial positions with General Motors including
Chief Financial Officer for General Motors Delphi Chassis
Systems division.
Ms. Smith was elected to the Board of Directors in July 2005 and is Chair of the Governance Committee and a member of the Audit Committee. The Board nominated Ms. Smith as a director because of her past experience as Chief Financial Officer and Chief Administrative Officer of public companies and other senior management experience, which includes oversight of finance, human resources, risk management, legal and information technology functions. Ms. Smith serves on the Board of Directors of Discover Financial Services, and the Boards of Trustees of the University of Virginias Darden School Foundation, Davidson College and CENTERSTAGE, in Baltimore, Maryland. |
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Gregory T. Swienton, 60
, was appointed Chairman of Ryder
System, Inc. in May 2002 having been named Chief Executive
Officer in November 2000. Mr. Swienton joined Ryder as
President and Chief Operating Officer in June 1999. Before
joining Ryder, Mr. Swienton was Senior Vice
President-Growth Initiatives of Burlington Northern Santa Fe
Corporation (BNSF). Prior to that he was BNSFs Senior Vice
President-Coal and Agricultural Commodities Business Unit and
previously had been Senior Vice President of its Industrial and
Consumer Units. He joined the former Burlington Northern
Railroad in June 1994 as Executive Vice President-Intermodal
Business Unit. Prior to joining Burlington Northern,
Mr. Swienton was Executive Director-Europe and Africa of
DHL Worldwide Express in Brussels, Belgium from 1991 to 1994,
and prior to that, he was DHLs Managing Director-Western
and Eastern Europe from 1988 to 1990, also located in Brussels.
For the five years prior to these assignments, Mr. Swienton
was Regional Vice President of DHL Airways, Inc. in the United
States. From 1971 to 1982, Mr. Swienton held various
national account, sales and marketing positions with AT&T
and Illinois Bell Telephone Company.
Mr. Swienton was elected to the Board of Directors in June 1999. The Board nominated Mr. Swienton as a director because of his current role as Chief Executive Officer and past experience as President and Chief Operating Officer of the Company, as well as other senior leadership experience at large, global public companies and extensive experience in the transportation and supply chain/logistics industries, domestic and international operations and business development. Mr. Swienton serves on the Board of Directors of Harris Corporation and is on the Board of Trustees of St. Thomas University in Miami. |
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11
Hansel E. Tookes
, II, 62, retired from Raytheon
Company in December 2002. He joined Raytheon in September 1999
as President and Chief Operating Officer of Raytheon Aircraft
Company. He was appointed Chief Executive Officer in January
2000 and Chairman in August 2000. Mr. Tookes became
President of Raytheon International in May 2001. Prior to
joining Raytheon in 1999, Mr. Tookes had served as
President of Pratt & Whitneys Large Military
Engines Group since 1996. He joined Pratt &
Whitneys parent company, United Technologies Corporation
in 1980. Mr. Tookes was a Lieutenant Commander and military
pilot in the U.S. Navy and later served as a commercial pilot
with United Airlines.
Mr. Tookes was elected to the Board of Directors in September 2002 and is the Chair of the Finance Committee and a member of the Audit Committee. The Board nominated Mr. Tookes as a director because of his past executive oversight and senior management experience of large, global companies with diversified businesses as well as his significant operational experience in the transportation industry and the U.S. military and expertise in government contracts. Mr. Tookes serves on the Boards of Directors of BBA Aviation plc, Corning Incorporated, FPL Group, Inc. and Harris Corporation. |
|
12
| Prior Employment of Director. The director was employed by us or was personally working on our audit as an employee or partner of our independent registered certified public accounting firm, and over five years have passed since such employment, partnership or auditing relationship ended. | |
| Employment of Immediate Family Member. (i) An immediate family member was an officer of ours or was personally working on our audit as an employee or partner of our independent registered certified public accounting firm, and over five years have passed since such employment, partnership or auditing relationship ended; or (ii) an immediate family member is currently employed by us in a non-officer position, or by our independent registered certified public accounting firm not as a partner and not participating in the firms audit, assurance or tax compliance practice. | |
| Interlocking Directorships. An executive officer of ours served on the board of directors of a company that employed the director or employed an immediate family member as an executive officer, and over five years have passed since either such relationship ended. | |
| Commercial Relationships. The director is an employee, partner, greater than 10% shareholder or director (or a directors immediate family member is a partner, greater than 10% shareholder, director or officer) of a company that makes or has made payments to, or receives or has received payments (other than contributions, if the company is a tax-exempt organization) from, us for property or services, and the amount of such payments has not within any of such other companys three most recently completed fiscal years exceeded one percent (or $1 million, whichever is greater) of such other companys consolidated gross revenues for such year. | |
| Indebtedness. A director or an immediate family member is a partner, greater than 10% shareholder, director or officer of a company that is indebted to us or to which we are indebted, and the aggregate amount of such debt is less than one percent (or $1 million, whichever is greater) of the total consolidated assets of the indebted company. | |
| Charitable Relationships. A director is a trustee, fiduciary, director or officer of a tax-exempt organization to which we make contributions, and the contributions to such organization by us have not, within any of such |
13
organizations three most recently completed fiscal years, exceeded one percent (or $250,000, whichever is greater) of such organizations consolidated gross revenues for such year. |
14
| Presiding at all meetings of the Board at which the Chair is not present, including executive sessions of the independent directors; | |
| Serving as the liaison between the Chair and the independent directors; | |
| Serving as a liaison between the Board and Management to obtain the types and forms of information that the Board needs; | |
| Requesting and previewing information sent to the Board; | |
| Working with Management to prepare presentations for the Board; | |
| Approving meeting agendas for the Board; and | |
| Approving meeting schedules to assure that there is sufficient time for discussion of all agenda items. |
15
Members:
|
Abbie J. Smith (Chair)
Luis P. Nieto, Jr. Eugene A. Renna E. Follin Smith Hansel E. Tookes, II |
Number of meetings in 2009: | 10 |
16
Members:
|
John M. Berra (Chair)
James S. Beard David I. Fuente L. Patrick Hassey Lynn M. Martin |
Number of meetings in 2009: | 6 |
17
Members:
|
E. Follin Smith (Chair)
L. Patrick Hassey Lynn M. Martin Luis P. Nieto, Jr. |
Number of meetings in 2009: | 5 |
18
| have a high level of personal integrity and exercise sound business judgment; | |
| are highly accomplished in their fields, with superior credentials and recognition and have a reputation, both personal and professional, consistent with our image and reputation; | |
| have relevant expertise and experience, and are able to offer advice and guidance to our senior management; | |
| have an understanding of, and concern for, the interests of our shareholders; and | |
| have sufficient time to devote to fulfilling their obligations as directors. |
19
Members:
|
Hansel E. Tookes, II (Chair)
James S. Beard John M. Berra David I. Fuente Eugene A. Renna Abbie J. Smith |
Number of meetings in 2009: | 6 |
| Discuss with management of both operational and administrative functions the effectiveness of risk management processes in identifying, assessing and managing the organizations most significant enterprise-wide risk exposures. |
20
| Regularly receive presentations and updates on our ERM program and discuss with management the most significant risks that are identified and managed by the Company. | |
| Discuss and receive updates from management regarding the various controls and mitigating actions the Company is taking to mitigate significant risks. | |
| Review the Companys significant risks and consider such risks when overseeing the Companys strategic and business decisions. |
21
2009 | 2008 | |||||||
Audit Fees
|
$ | 4.1 | $ | 3.7 | ||||
Audit-Related Fees
|
0.5 | 1.1 | ||||||
Tax Fees
1
|
0.3 | 0.1 | ||||||
All Other Fees
|
* | * | ||||||
Total Fees
|
$ | 4.9 | $ | 4.9 |
1 | All of the tax fees paid in 2009 and 2008 relate to tax compliance services. |
* | All Other Fees for each of 2009 and 2008 consist of $1,500 for research tools provided on a subscription basis. |
22
23
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59
Shares Beneficially
Owned or Subject
Shares Which
to Currently
May be
Exercisable
Acquired Within
Total Shares
Percent of
Options
60
Days
1
Beneficially
Owned
2
Class
3
748,738
149,696
898,434
1.644
%
92
3,931
4,023
*
5,000
12,734
17,734
*
59,229
24,737
83,966
*
1,576
17,178
18,754
*
7,816
7,816
*
10,881
18,475
29,356
*
6,213
6,213
*
11,500
11,889
23,389
*
82,798
30,567
113,365
*
12,038
13,166
25,204
*
9,414
9,414
*
61,678
34,965
96,643
*
6,000
13,008
19,008
*
5,665
11,364
17,029
*
(17 persons)
4,5,6
1,037,203
396,791
1,433,994
2.625
%
*
Represents less than 1% of our
outstanding common stock.
1
Represents options to purchase
shares which became exercisable between January 31, 2010
and March 31, 2010, performance-based restricted stock
rights that vested on February 10, 2010, and restricted
stock units held in the accounts of directors that vest upon the
directors departure from the Board, which shares had the
potential of vesting before March 31, 2010 if a director
departed from the Board prior to that date.
2
Unless otherwise noted, all shares
included in this table are owned directly, with sole voting and
dispositive power. Listing shares in this table shall not be
construed as an admission that such shares are beneficially
owned for purposes of Section 16 of the Securities Exchange
Act of 1934, as amended (Exchange Act).
3
Percent of class has been computed
in accordance with
Rule 13d-3(d)(1)
of the Exchange Act.
4
Includes shares held through a
trust, jointly with their spouses or other family members or
held solely by their spouses, as follows: Mr. Swienton,
14,500 shares; Mr. Sanchez, 2,152 shares;
Mr. Tookes, 1,000 shares; and all directors and
executive officers as a group, 17,652 shares.
5
Includes shares held in the
accounts of executive officers pursuant to our 401(k) Plan and
Deferred Compensation Plan and shares held in the accounts of
directors pursuant to our Deferred Compensation Plan as follows:
Mr. Swienton, 4,364 shares; Mr. Fuente,
1,576 shares; Mr. Sanchez, 3,880 shares;
Ms. A. Smith, 7,038 shares; Mr. Tegnelia,
2,669 shares; and all directors and executive officers as a
group, 22,200 shares.
6
Includes stock granted to the
director in lieu of his or her annual cash retainer which stock
has vested but will not be delivered to the director until six
months after his or her departure from the Board.
24
Table of Contents
Number of Shares
Beneficially
Owned
Percent of
Class
5
5,179,878
1
9.70
%
New York, NY 10022
5,018,439
2
9.40
%
PO Box CH-8021
Zurich, Switzerland
3,842,800
3
7.19
%
Milwaukee, WI 53202
3,138,689
4
5.88
%
Malvern, PA 19355
1
Based upon the most recent SEC
filing by BlackRock, Inc. on Form 13G dated
January 20, 2010. Of the total shares shown, the nature of
beneficial ownership is as follows: sole voting power 5,179,878;
shared voting power 0; sole dispositive power 5,179,878; and
shared dispositive power 0.
2
Based upon the most recent SEC
filing by UBS AG on Form 13G dated February 5, 2010.
Of the total shares shown, the nature of beneficial ownership is
as follows: sole voting power 3,822,734; shared voting power 0;
sole dispositive power 0; and shared dispositive power 5,018,439.
3
Based upon the most recent SEC
filing by Artisan Partners Holdings LP (Artisan Holdings),
Artisan Investment Corporation, the general partner of Artisan
Holdings (Artisan Corp.), Artisan Partners Limited Partnership
(Artisan Partners), Artisan Investments GP LLC, the general
partner of Artisan Partners (Artisan Investments), ZFIC, Inc.,
the sole stockholder of Artisan Corp. (ZFIC), Andrew A. Ziegler
(A. Ziegler) and Carlene M. Ziegler (C. Ziegler) on
Form 13G dated February 11, 2010. Of the total shares
shown, Artisan Holdings, Artisan Corp., ZFIC, A. Ziegler and
C. Ziegler each report shared voting power of
3,722,000 shares and shared dispositive power of 3,842,800;
Artisan Investments and Artisan Partners each report shared
voting power of 3,688,200 shares and shared dispositive
power of 3,809,000 shares.
4
Based upon the most recent SEC
filing by The Vanguard Group, Inc. on Form 13G dated
February 1, 2010. Of the total shares shown, the nature of
beneficial ownership is as follows: sole voting power 89,288;
shared voting power 0; sole dispositive power 3,058,901; and
shared dispositive power 79,788.
5
The ownership percentages set forth
in this column are based on the number of shares outstanding of
the Companys common stock on January 31, 2010, and
the assumption that each person listed above owned the number of
shares reflected above on January 31, 2010.
25
Table of Contents
COMPENSATION PLAN
the Ryder System, Inc. 2005 Equity Compensation Plan.
26
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27
Table of Contents
28
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Number of
Securities
Remaining Available
for Future Issuance
Number of Securities
Under Equity
to be Issued Upon
Weighted-Average
Compensation Plans
Exercise of
Exercise Price of
Excluding
Outstanding Options,
Outstanding
Securities
Warrants
Options, Warrants
Reflected in Column
and Rights
and Rights
(a)
(a)
(b)
(c)
3,505,777
(1)
43.85
(3)
4,130,901
319,074
145,522
(2)
32.51
(3)
41,471
3,651,299
43.70
(3)
4,491,446
1
Includes 516,461 time-vested and
performance-based restricted stock awards.
2
Includes 105,522 restricted
stock units.
3
Weighted-average exercise price
of outstanding options; excludes restricted stock awards and
restricted stock units.
29
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30
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Chairman and Chief Executive Officer (CEO)
Executive Vice President and Chief Financial Officer (CFO)
President Global Fleet Management Solutions
President Global Supply Chain Solutions
Executive Vice President, Chief Legal Officer and Corporate
Secretary
The Compensation Committee of our Board of Directors is
responsible for reviewing and approving all of the components of
our executive compensation program, approving all compensation
actions for NEOs other than our CEO, and making recommendations
to the full Board regarding CEO compensation. Our independent
directors acting as a group are responsible for evaluating CEO
performance and setting CEO compensation.
The objective of our executive compensation program is to
recruit, retain and motivate high-quality executives who possess
diverse skills and talents that can help us achieve our short
and long-term goals and strategies.
The Compensation Committees goal is to design an executive
compensation program that provides competitive levels of
compensation tied closely to Company and executive performance.
While compensation levels may differ among NEOs based on
competitive factors and the role, responsibilities and
performance of each specific NEO, in order to encourage our NEOs
to compete collectively and manage collaboratively, there are no
material differences in the compensation philosophies,
objectives or policies for our NEOs. The Compensation Committee
considers all executives relative pay when making
practical decisions regarding hiring, promoting and retaining
our executives but does not have a formal policy regarding
internal pay equity.
We have traditionally provided our named executive officers with
the following types of compensation: salary, annual cash
incentive award (i.e., annual incentive bonus), long-term
incentive (LTI) compensation and limited perquisites. We also
provide our NEOs with welfare and post-termination benefits such
as retirement, severance and change of control benefits. Our
compensation programs are designed so that a significant portion
of NEO compensation is variable, performance-based compensation.
For 2009, approximately 80% of targeted compensation for our CEO
and approximately 70% of targeted compensation for the other
NEOs was variable, performance-based compensation.
For 2009, the salaries of Mr. Swienton and each of the
other NEOs was frozen. Based on the continuing uncertainty of
the economy, the salaries for Mr. Swienton and all other
NEOs were again frozen at 2008 levels for at least the first
half of 2010. The Compensation Committee anticipates
reevaluating salary levels for the second half of 2010.
In February 2009, as a result of the amount of considerable
uncertainty in the business environment, the Compensation
Committee modified the annual incentive bonus program to base
bonuses solely on EPS, eliminating operating revenue and return
on capital as performance metrics for 2009. The Compensation
Committee believes that under the current economic environment
this change brought the annual incentive program in closer
alignment with shareholder value.
31
Table of Contents
In 2009, based on the difficult economic environment, we did not
achieve our threshold level of EPS performance required under
our annual incentive bonus program. Accordingly, no annual
incentive bonuses were earned by, or paid to, the named
executive officers under the annual incentive bonus program.
Our 2009 LTI program consisted of a combination of stock options
(45%), performance-based restricted stock rights (PBRSRs) (35%)
and performance-based cash awards (PBCA) (20%). The LTI program
was designed to deliver an aggregate target opportunity equal to
175% of the midpoint of the relevant salary range for the
NEOs management level and 350% in the case of our CEO. The
PBRSRs delivered as part of the 2009 LTI Program will vest if
Ryders cumulative Total Shareholder Return (TSR) meets or
exceeds the cumulative Total Return of the S&P 500
Composite Index for a three-year period beginning on
January 1, 2009. The PBCA delivered as part of the 2009 LTI
program will vest if Ryders Cumulative TSR meets or
exceeds the cumulative Total Return of the
33
rd
percentile of the S&P 500 Composite Index for a three-year
period beginning on January 1, 2009. Beginning in 2009, TSR
is calculated by measuring the absolute difference in cumulative
TSR for each month of the
36-month
performance period and averaging this over the number of periods
measured. The Compensation Committee believes that this change
will normalize temporary aberrations that can be caused by
extreme market conditions and prevent large late market cycle
movements from distorting overall performance.
The Companys Total Shareholder Return for the three-year
period ended December 31, 2009 was 163 basis points
greater than the Total Return for the S&P 500 Composite
Index over the same period. As a result, the PBRSRs and tandem
cash awards granted to the NEOs as part of the
2007-2009
performance cycle of the LTI program were earned as of
December 31, 2009. The cash was paid and the underlying
shares were issued upon Board approval in February 2010.
Based upon a review of the Companys operating and
financial performance in a difficult economic environment and
upon the strong performance of the NEOs in 2009, each NEO was
granted a time-based restricted stock right award.
Our NEOs do not have employment agreements, but do have
agreements which entitle them to severance under certain limited
circumstances, including in the event their employment is
terminated upon a change of control of the Company.
32
Table of Contents
Aligns the short and long-term interests of our named executive
officers and our shareholders so that our named executive
officers are motivated to take actions that are in the best
interests of our shareholders when carrying out their duties as
executives of our Company.
Emphasizes and rewards overall Company performance through clear
and simple incentive compensation programs that provide
competitive compensation tied closely to Company and executive
performance.
Promotes growth without sacrificing quality of earnings or
providing incentives to executives to engage in inappropriate or
disproportionate business risks by capping short-term incentives.
Rewards each named executive officers performance,
contribution and value to the Company.
33
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34
Table of Contents
35
Table of Contents
Hertz Global Holdings, Inc.
Hub Group, Inc.
J.B. Hunt Transport Services Inc.
Landstar System, Inc.
Old Dominion Freight Line, Inc.
PHH Corporation
Trinity Industries, Inc.
United Parcel Service, Inc.
Republic Services, Inc.
Services Corp. International
Unisys Corporation
United Rentals, Inc.
UTi Worldwide Inc.
W.W. Grainger, Inc.
36
Table of Contents
37
Table of Contents
38
Table of Contents
39
Table of Contents
40
Table of Contents
41
Table of Contents
42
Table of Contents
2010 TBRSR Award
7,500
3,000
3,000
3,000
1,825
43
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44
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45
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46
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our principal executive officer;
our principal financial officer; and
the three other most highly compensated executive officers
serving as executive officers at the end of 2009 (based on total
compensation (as reflected in the table below) reduced by the
amounts in the Change in Pension Value and Nonqualified
Deferred Compensation Earnings column).
Change in
Pension
Value and
Nonqualified
Non-Equity
Deferred
Stock
Option
Incentive Plan
Compensation
All Other
Salary
Awards
Awards
Compensation
Earnings
Compensation
Total
Year
($)
($)
1
($)
2
($)
3
($)
4
($)
5
($)
Chairman and
2009
900,000
593,068
1,509,740
639,956
403,704
69,417
4,115,885
Chief Executive Officer
2008
895,000
978,097
1,509,295
1,067,648
373,187
70,540
4,893,767
2007
872,500
642,761
1,439,652
1,363,932
308,173
61,113
4,688,131
Executive Vice President
2009
410,000
703,971
328,486
112,157
21,434
77,181
1,653,229
and Chief Financial
2008
407,500
226,014
348,633
258,677
24,072
63,564
1,328,460
Officer
2007
326,025
112,649
252,165
299,601
28,015
27,215
1,045,670
President Global
2009
525,000
129,021
328,486
159,989
92,088
42,181
1,276,765
Fleet Management
2008
492,850
927,774
348,633
344,009
110,967
41,360
2,265,593
Solutions
2007
451,500
160,690
359,897
411,373
129,306
34,454
1,547,220
President
2009
525,000
123,735
314,995
50,305
1,014,035
Global Supply Chain
2008
274,167
1,054,525
348,737
206,557
17,151
1,901,137
Solutions
2007
Executive Vice President,
2009
337,000
96,312
245,232
104,960
18,671
70,929
873,104
Chief Legal Officer and
2008
335,000
752,362
258,661
221,367
20,941
57,583
1,645,914
Corporate Secretary
2007
326,250
105,420
236,216
277,783
30,475
31,704
1,007,848
1
Stock awards consist of PBRSRs
granted pursuant to our Long-Term Incentive program as described
above on page 40 in the Compensation Discussion and
Analysis. For 2009, the amount also includes the fair market
value of 15,000 time based restricted stock rights granted to
Mr. Sanchez (with a grant date fair market value of
$574,950). For 2008, the amount also includes (1) the fair
market value of 12,000 time-based restricted stock rights
granted to Mr. Tegnelia (with a grant date fair market
value of $701,760) and 10,000 time-based restricted stock rights
granted to Mr. Fatovic (with a grant date fair market value
of $584,800 ) and (2) the fair market value of 11,050
time-based restricted stock rights granted to Mr. Williford
(with a grant date fair market value of $800,350) in connection
with his employment as our new President of Global Supply Chain
Solutions. The grant date fair value of stock awards is
determined pursuant to the accounting guidance for stock
compensation and represents the total amount that we will
expense in our financial statements over the relevant vesting
period. Consequently, the amounts in this column do not reflect
the actual value that will be recognized by the named executive
officer. For information regarding the assumptions made in
calculating the amounts reflected in this column, see
note 23 to our audited consolidated financial statements
for the year ended December 31, 2009, included in our
Annual Report on
Form 10-K
for the year ended December 31, 2009. Dividend equivalents
are paid on all PBRSRs and time-based restricted stock
rights.
2
Option awards consist of stock
options granted pursuant to our Long-Term Incentive program as
described above on page 40 in the Compensation Discussion
and Analysis. The grant date fair value of option awards is
determined pursuant to the accounting guidance for stock
compensation and represents the total amount that we will
expense in our financial statements over the relevant vesting
period. Consequently, the amounts in this column do not reflect
the actual value that will be recognized by the named executive
officer. For information regarding the assumptions made in
calculating the amounts reflected in this column, see
note 23 to our audited consolidated financial statements
for the year ended December 31, 2009, included in our
Annual Report on
Form 10-K
for the year ended December 31, 2009.
3
For 2009, the amounts in this
column represent only the amount of the PBCAs earned in 2009,
which were originally granted in February 2007 for the
2007-2009
performance cycle of our LTI program. The PBCAs vested as
Ryders TSR for the three-year period ended
December 31, 2009 exceeded Total Return for the S&P
500 Composite Index for the same period. No amounts were earned
or paid under our 2009 Annual Incentive Program as we did not
meet the EPS threshold set forth in the program.
4
The amounts in this column
include an estimate of the increase in the actuarial present
value of the accrued pension benefits (under both our pension
and pension restoration plans) for the named executive officer
for the respective year. Assumptions used to calculate these
amounts are described under Pension Benefits on
page 51. No named executive officer realized above-market
or preferential earnings on deferred compensation.
47
Table of Contents
5
All Other Compensation for 2009
includes the following payments or accruals for each named
executive officer:
Premiums
Paid
Employer
Under the
Contributions
Supplemental
Premiums
Employer
to the
Long-Term
Paid for
Contributions
Deferred
Disability
Executive
Charitable
to the 401(k)
Compensation
Insurance
Life
Awards
Year
Plan
($)
(a)
Plan
($)
(a)
Plan ($)
Insurance ($)
Programs
($)
(b)
Perquisites
($)
(c)
2009
3,264
8,263
3,402
17,639
36,849
2009
16,739
22,690
4,328
1,550
31,874
2009
3,264
5,532
1,985
31,400
2009
7,219
9,167
1,985
31,934
2009
16,739
16,066
5,133
1,274
31,717
(a)
As described below under
Pension Benefits, Messrs. Sanchez, Williford
and Fatovic do not accrue benefits under our pension plan and
instead receive employer contributions into their 401(k) and
deferred compensation accounts. Messrs. Swienton and
Tegnelia accrue benefits under our pension plan and therefore
are not eligible for the 3% Company contribution or the 50%
Company match of employee contributions into their 401(k) and
deferred compensation accounts. Messrs. Swienton and
Tegnelia are eligible for the discretionary Company contribution
based on our attainment of annual performance targets, which is
available to all employees whether or not they continue to
participate in the pension plan.
(b)
As Chairman of the Board,
Mr. Swienton is eligible to participate, at the Board
level, in our Matching Gifts to Education Program and
Directors Charitable Award Program described under
Director Compensation on page 57. For 2009, the
amounts in this column reflect (i) $10,000 in benefits
under the Matching Gifts to Education Program and
(ii) $7,639 in insurance premium payments made on behalf of
Mr. Swienton in connection with the Directors
Charitable Award Program.
(c)
Includes, for each executive, a
car allowance, a financial planning and tax preparation
allowance, an annual perquisite allowance and amounts paid in
connection with the executives home security system. The
value reflected in this column reflects the aggregate
incremental cost to us of providing each perquisite to the
executive.
48
Table of Contents
Estimated
Future
All Other
All Other
Payouts
Stock
Option
Grant Date
Under
Awards
Awards:
Fair Value
Estimated Future Payouts
Equity
Number of
Number of
Exercise or
of Stock
Under Non-Equity
Incentive
Shares of
Securities
Base Price
and
Incentive Plan Awards
Plan Awards
Stock
Underlying
of Option
Option
Grant
Grant
Threshold
Target
Maximum
Target
or Units
Options
Awards
Awards
Type
Date
($)
($)
($)
(#)
2
(#)
(#)
3
($/Sh)
4
($)
5
AIB
2/6/09
1
270,000
1,080,000
2,160,000
PBRSR
2/6/09
35,900
593,068
PBCA
2/6/09
670,971
6
Options
2/6/09
163,390
32.71
1,509,740
AIB
2/6/09
1
76,875
307,500
615,000
PBRSR
2/6/09
7,810
129,021
PBCA
2/6/09
146,049
6
Options
2/6/09
35,550
32.71
328,486
TBRSR
10/9/09
15,000
7
574,950
AIB
2/6/09
1
98,438
393,750
787,500
PBRSR
2/6/09
7,810
129,021
PBCA
2/6/09
146,049
6
Options
2/6/09
35,550
32.71
328,486
AIB
2/6/09
1
98,438
393,750
787,500
PBRSR
2/6/09
7,490
123,735
PBCA
2/6/09
140,007
6
Options
2/6/09
34,090
32.71
314,995
AIB
2/6/09
1
63,188
252,750
505,500
PBRSR
2/6/09
5,830
96,312
PBCA
2/6/09
109,068
6
Options
2/6/09
26,540
32.71
245,232
1
Amounts reflect the range of
potential payouts that were possible under the 2009 annual
incentive bonus (AIB) program. However, as we did not meet the
threshold EPS performance target set for the annual incentive
bonus awards, no amounts were earned or paid to the NEOs under
our 2009 annual incentive bonus program. The 2009 annual
incentive bonus program is discussed in further detail under the
heading Annual Incentive Bonus in the Compensation
Discussion and Analysis.
2
This column reflects the amount
of PBRSRs awarded under our LTI program. The PBRSRs will payout
only if our Total Return for the three-year period ending on
December 31, 2011 meets or exceeds the Total Shareholder
Return of the S&P 500 Composite Index over the same period,
as discussed in further detail under the heading Long-Term
Incentive Program PBRSRs in the Compensation
Discussion and Analysis. The PBRSRs are entitled to dividend
equivalents.
3
Represents stock options granted
under our 2009 LTI program. The stock options for all of the
named executive officers vest in three equal annual installments
beginning on February 6, 2010. For a more detailed
description of our stock options and stock option granting
policies, see the sections entitled Long-Term Incentive
Program-Stock Options and Equity Granting
Practices in the Compensation Discussion and
Analysis.
4
The exercise price of the stock
options granted in 2009 was set as the average of the high and
the low sales prices of our common stock on the grant date as
required under the Ryder System, Inc. 2005 Equity Compensation
Plan. The closing stock price of our common stock was $34.04 on
February 6, 2009.
5
The grant date fair value of the
stock and option awards is determined pursuant to the accounting
guidance for stock compensation and represents the total amount
that we will expense in our financial statements over the
relevant vesting period. For information regarding the
assumptions made in calculating the amounts reflected in this
column, see the section entitled Share-Based Compensation
Fair Value Assumptions in note 23 to our audited
consolidated financial statements for the year ended
December 31, 2009, included in our Annual Report on
Form 10-K
for the year ended December 31, 2009.
6
Represents the potential payout
under PBCA granted in 2009 under our LTI program. The PBCA will
vest and be payable only if our Total Return for the three-year
period ending on December 31, 2011 meets or exceeds 33% of
the Total Shareholder Return of the S&P 500 Composite Index
over the same period, as discussed in further detail under the
heading Long-Term Incentive Program PBCA
in the Compensation Discussion and Analysis.
7
Represents time-based restricted
stock rights granted to Mr. Robert Sanchez in 2009. These
restricted stock rights will cliff vest on November 1,
2012.
49
Table of Contents
Option Awards
Stock Awards
Equity Incentive
Equity Incentive
Plan Awards:
Plan Awards:
Market or
Market
Number of
Payout Value
Number of
Value of
Unearned
of Unearned
Number of
Number of
Shares or
Shares or
Shares, Units
Shares, Units
Securities
Securities
Units of
Units of
or Other
or Other
Underlying
Underlying
Option
Stock That
Stock That
Rights That
Rights That
Unexercised
Unexercised
Exercise
Option
Have Not
Have Not
Have Not
Have Not
Options
Options
Price
Expiration
Vested
Vested
1
Vested
Vested
1
(#)
(#)
($)
Date
(#)
($)
(#)
($)
Exercisable
Unexercisable
42,100
16.60
10/10/2010
150,000
36.88
2/12/2011
175,000
44.89
2/10/2012
175,000
42.73
2/13/2013
74,923
37,462
(5)
52.48
2/9/2014
36,430
72,860
(6)
58.48
2/8/2015
163,390
(8)
32.71
2/6/2016
21,340
(2)
878,568
20,080
(3)
826,694
35,900
(4)
1,478,003
12,000
44.89
2/10/2012
7,500
38.99
7/15/2012
18,750
42.73
2/13/2013
13,123
6,562
(5)
52.48
2/9/2014
8,415
16,830
(6)
58.48
2/8/2015
35,550
(8)
32.71
2/6/2016
3,740
(2)
153,976
4,640
(3)
191,029
7,810
(4)
321,538
15,000
(11)
617,550
5,000
33.19
10/7/2012
10,000
42.73
2/13/2013
18,730
9,365
(5)
52.48
2/9/2014
8,415
16,830
(6)
58.48
2/8/2015
35,550
(8)
32.71
2/6/2016
5,335
(2)
219,642
4,640
(3)
191,029
7,810
(4)
321,538
12,000
(9)
494,040
5,665
11,330
(7)
72.44
6/23/2015
34,090
(8)
32.71
2/6/2016
3,745
(3)
154,182
7,490
(4)
308,363
11,050
(10)
454,929
5,000
48.54
10/8/2011
12,000
44.89
2/10/2012
18,000
42.73
2/13/2013
12,293
6,147
(5)
52.48
2/9/2014
6,244
12,486
(6)
58.48
2/8/2015
26,540
(8)
32.71
2/6/2016
3,500
(2)
144,095
3,440
(3)
141,625
5,830
(4)
240,021
10,000
(9)
411,700
1
Based on a stock price of
$41.17, which was the closing market price of our common stock
on December 31, 2009.
2
These PBRSRs met the applicable
performance threshold on December 31, 2009, but did not
vest until Board approval was obtained on February 10,
2010.
3
Represents the PBRSRs that were
granted in February 2008 (Mr. Willifords were granted
in June 2008 at the commencement of his employment) and will
vest if our Total Shareholder Return for the three-year period
ending December 31, 2010 meets or exceeds the Total Return
of the S&P 500 Composite Index over the same period and
Board approval is obtained.
4
Represents the PBRSRs that were
granted in February 2009 and will vest if our cumulative average
Total Shareholder Return for the three-year period ending
December 31, 2011 meets or exceeds the cumulative
average Total Shareholder Return of the S&P 500 Composite
Index over the same period and Board approval is
obtained.
5
These stock options will vest on
February 9, 2010.
6
These stock options will vest in
two equal installments on February 8, 2010 and
February 8, 2011.
7
These stock options will vest in
two equal installments on June 23, 2010 and June 23,
2011.
8
These stock options will vest in
three equal installments on February 6, 2010,
February 6, 2011 and February 6, 2012.
9
These restricted stock rights
will vest on February 8, 2011.
10
These restricted stock rights
will vest on June 23, 2011.
11
These restricted stock rights
will vest on November 1, 2012.
50
Table of Contents
Option Awards
Stock
Awards
1
Number of Shares
Value Realized
Number of Shares
Value Realized
Acquired on Exercise
on Exercise
Acquired on Vesting
on Vesting
(#)
($)
2
(#)
3
($)
4
71,900
(5)
1,657,682
20,000
680,800
18,900
700,206
5,900
200,836
3,500
119,140
1
These columns reflect both
performance and time-based restricted stock rights previously
awarded to the named executive officers that vested during
2009.
2
Calculated based on the
difference between the closing market price of Ryder common
stock on the date of exercise and the exercise price of the
option.
3
Of these amounts, shares were
withheld by us to cover tax withholding obligations as follows:
Gregory T. Swienton, 5,346 shares; Robert E. Sanchez,
3,967 shares; Robert D. Fatovic,
1,074 shares.
4
Calculated based on the closing
market price of Ryder common stock on the vesting
date.
5
All option exercises by
Mr. Swienton were effected pursuant to two
Rule 10b5-1
trading plans established by Mr. Swienton on each of
May 15, 2008 and May 22, 2009.
51
Table of Contents
Number of
Present Value
Years Credited
of Accumulated
Service (#)
Benefit
($)
1
Retirement Plan
11
368,904
Benefit Restoration Plan
11
2,009,991
Retirement Plan
17
152,718
Benefit Restoration Plan
17
142,202
Retirement Plan
33
1,057,961
Benefit Restoration Plan
33
1,358,843
Retirement Plan
Benefit Restoration Plan
Retirement Plan
15
135,794
Benefit Restoration Plan
15
121,761
1
These amounts have been modified
to reflect the effect of the pension changes approved in January
2007 and discussed above.
52
Table of Contents
Executive
Contributions in
Employer Contributions
Aggregate Earnings
Last Fiscal
in Last Fiscal
in Last Fiscal
Aggregate Balance at
Year
($)
1
Year
($)
1
Year
($)
2
Last Fiscal Year-End
($)
3
24,600
22,690
33,764
214,708
22,224
103,875
7,219
3
7,222
26,960
16,066
100,972
696,038
1
The amounts reflected in this
column were reported as compensation to the named executive
officers in our Summary Compensation Table for 2009.
2
The amounts reflected in this
column were not reported as compensation to the named executive
officers in our Summary Compensation Table for 2009.
3
Aggregate earnings on deferred
compensation included in these amounts were not reported as
compensation to the named executive officers in the Summary
Compensation Table.
53
Table of Contents
Cause means an act(s) of fraud, misappropriation, or
embezzlement; conviction of any felony; conviction of a
misdemeanor involving moral turpitude; willful failure to report
to work for more than 30 days; willful failure to perform
duties; material violation of Ryders Principles of
Business Conduct; and any other activity which would constitute
cause. The last two triggers are not included in the definition
of Cause for purposes of providing severance upon a Change of
Control.
Change of Control means the acquisition of 30% or
more of the combined voting power of our common stock; a
majority change in the composition of our Board; any
reorganization, merger or consolidation that results in more
than a 50% change in the share ownership of our common stock,
the acquisition of 30% or more of the voting power of our common
stock by one person or a majority change in the composition of
the Board; our liquidation or dissolution; or a sale of
substantially all of our assets.
Good Reason means a material reduction in
compensation; transferring the executive more than
50 miles; failure to obtain a successors agreement to
honor the NEO severance agreement; failure to pay certain Change
of Control severance benefits into a trust; termination of
employment not done in accordance with the NEO severance
agreement; and any material change in duties or any other
material adverse change in the
54
Table of Contents
terms and conditions of the executive officers employment
(but specifically does not include a change in title or
reporting relationship).
Severance Benefits
Change of Control Severance
Benefits
The executive will receive cash severance as follows:
salary continuation for the applicable
severance period (18 months for all executive officers and
30 months for the CEO).
bonus equal to the target annual bonus
amount (based on the executives base salary on the date of
termination) for the relevant period times the applicable bonus
multiple (1.5x for all executive officers and 2.5x for the
CEO).
The executive will be entitled to benefits as follows:
55
Table of Contents
Triggering Event
Change of
Involuntary
Control
Termination
without
Change of Control
Compensation
without Cause
Termination
with Termination
Components
($)
($)
($)
Cash
Severance
1
4,950,000
5,940,000
Intrinsic Value of
Equity
2
6,547,396
6,547,396
Retirement
Benefits
3
282,054
282,054
Welfare
Benefits
4
14,940
17,928
Outplacement
5
28,500
28,500
Gross-up
6
Total Benefit to Employee
4,993,440
6,829,450
12,815,878
Cash
Severance
1
1,076,250
1,435,000
Intrinsic Value of
Equity
2
1,998,086
1,998,086
Retirement
Benefits
3
60,469
60,469
Welfare
Benefits
4
16,146
21,528
Outplacement
5
28,500
28,500
Gross-up
6
Total Benefit to Employee
1,120,896
2,058,555
3,543,583
Cash
Severance
1
1,378,125
1,837,500
Intrinsic Value of
Equity
2
1,988,074
1,988,074
Retirement
Benefits
3
190,560
190,560
Welfare
Benefits
4
8,964
11,952
Outplacement
5
28,500
28,500
Gross-up
6
Total Benefit to Employee
1,415,589
2,178,634
4,056,586
Cash
Severance
1
1,378,125
1,837,500
Intrinsic Value of
Equity
2
1,500,882
1,500,882
Retirement
Benefits
3
Welfare
Benefits
4
16,146
21,528
Outplacement
5
28,500
28,500
Gross-up
6
Total Benefit to Employee
1,422,771
1,500,882
3,388,410
Cash
Severance
1
884,625
1,179,500
Intrinsic Value of
Equity
2
1,490,936
1,490,936
Retirement
Benefits
3
51,705
51,705
Welfare
Benefits
4
16,146
21,528
Outplacement
5
28,500
28,500
Gross-up
6
Total Benefit to Employee
929,271
1,542,641
2,772,169
1
Cash severance includes:
(i) base salary and (ii) target annual bonus, all as
described above. In the event of involuntary termination without
cause, base salary is paid over time in accordance with usual
payroll practices and the bonus is paid in a lump sum shortly
after termination. In the event of termination in connection
with a Change of Control, all payments are made in a lump sum
shortly after termination. Timing and payment of cash severance
is subject in all respects to Section 409A of the Internal
Revenue Code.
2
Under a Change of Control, the
intrinsic value of equity reflects the intrinsic value of the
accelerated equity. In each case, the amounts are calculated
using the closing price of our common stock on December 31,
2009 ($41.17).
3
This amount reflects the
incremental increase in value resulting from the acceleration of
the vesting of the pension restoration plan in the event of a
Change of Control (whether or not there is a termination of
employment), plus, in the event of a termination in connection
with a Change of Control, the value of the early retirement
subsidy in our pension plan. Assumed retirement age is the later
of age 55 or the executives age on December 31,
2009, with the exception of Mr. Swienton for whom
age 62 was assumed.
56
Table of Contents
4
Amounts are based on the current
cost to us of providing the named executives current
health, dental and prescription insurance coverage during the
severance period as described above. We continue to pay the
employer portion of the welfare benefits during the applicable
period, provided that the employee must continue to make the
required employee contributions.
5
Amounts reflect the cost of
outplacement services provided under a Company-sponsored
program.
6
In the case of a termination in
connection with a Change of Control, the tax
gross-up
applies to all payments and benefits and is subject to a cutback
if the severance amount does not exceed 110% of the limitation
in Section 280G of the Internal Revenue Code.
57
Table of Contents
Fees Earned
Stock
All Other
or Paid in Cash
Awards
Compensation
Total
($)
1, 2,
3
($)
4,
5
($)
6
($)
82,000
93,462
175,462
97,000
102,662
7,414
207,076
80,000
105,113
7,210
192,323
82,000
98,277
180,277
81,000
111,561
17,098
209,659
85,000
96,343
5,207
186,550
85,000
103,350
7,590
195,940
100,000
102,662
7,414
210,076
93,500
99,567
193,067
92,500
103,350
6,960
202,810
53,979
2,909
9,785
66,673
1
Includes an annual committee
retainer of $35,000 plus an annual retainer of $45,000, except
for Ms. Varney who was paid a pro-rated cash amount based
on the value of her total annual compensation package, for her
service from January 1, 2009 through April 21, 2009,
the effective date of her resignation.
2
Includes Committee Chair fees as
follows: Mr. Berra, $15,000; Ms. A. Smith, $15,000;
Mr. Tookes, $7,500; and Ms. E. Smith,
$7,500.
3
This column includes additional
meeting fees, paid to members of the Board as follows:
Mr. Beard, $2,000; Mr. Berra, $2,000; Mr. Hassey.
$2,000; Ms. Martin, $1,000; Mr. Nieto, $5,000;
Mr. Renna, $5,000; Ms. A. Smith, $5,000; Ms. E.
Smith, $6,000; and Mr. Tookes, $5,000.
4
Includes the aggregate grant
date fair value of awards computed in accordance with the
accounting guidance for stock compensation for dividends on the
restricted stock units granted to directors in 2009 in the
following amounts: Mr. Beard, $3,482; Mr. Berra,
$12,682; Mr. Fuente, $15,132; Mr. Hassey. $8,297;
Ms. Martin, $21,581; Mr. Nieto, $6,363;
Mr. Renna, $13,370; Ms. A. Smith, $12,682; Ms. E.
Smith, $9,587; Mr. Tookes, $13,370; and Ms. Varney,
$2,909.
5
The following table sets forth
each directors outstanding stock and option awards as of
December 31, 2009.
58
Table of Contents
Outstanding
Outstanding
Stock Awards
Option Awards
3,931
12,734
5,000
17,178
7,816
18,475
10,000
6,213
11,889
5,000
13,166
5,000
9,414
13,008
5,000
550
6
Consists of (i) benefits
under the Companys Matching Gifts to Education program and
(ii) insurance premiums paid in connection with the
Directors Charitable Award Program. Payments for insurance
premiums related to the Directors Charitable Award Program
were as follows: Mr. Berra, $7,414; Mr. Fuente,
$7,210; Ms. Martin, $7,098; Mr. Renna, $7,590;
Ms. A. Smith, $7,414; Mr. Tookes, $6,960; and
Ms. Varney, $4,785. Benefits under the Companys
Matching Gifts to Education program were as follows:
Ms. Martin, $10,000; Mr. Nieto, $5,207; and
Ms. Varney, $5,000. As a director, Mr. Swienton also
participates (at the $10,000 level) in the Matching Gifts to
Education program and in the Directors Charitable Award
Program. The amounts paid on behalf of Mr. Swienton in
connection with these programs are reflected in the Summary
Compensation Table on page 47.
Table of Contents
1.
Purpose of the
Plan
2.
Definitions
A-1
Table of Contents
3.
Administration
A-2
Table of Contents
4.
Awards
A-3
Table of Contents
5.
Performance
Awards
A-4
Table of Contents
6.
Limitations on
Awards
A-5
Table of Contents
7.
Adjustments
8.
General
Provisions
A-6
Table of Contents
A-7
Table of Contents
Amended:
December 14, 2006
February 8, 2008
A-8
Table of Contents
1.
Purpose of the
Plan
.
2.
Definitions
.
B-1
Table of Contents
B-2
Table of Contents
3.
Shares Subject
to the
Plan
.
4.
Administration
of the
Plan
.
5.
Offering
Periods
.
6.
Eligibility
.
B-3
Table of Contents
7.
Participation
in the
Plan
.
8.
Enrollment and
Restrictions on
Participation
.
9.
Purchase
Price
.
10.
Payroll
Deductions
.
B-4
Table of Contents
11.
Withdrawal
.
12.
Termination Of
Employment
.
13.
Leave of
Absence
.
B-5
Table of Contents
14.
Termination
and Amendment of the
Plan
.
15.
Adjustments
Upon Certain
Events
.
16.
Transferability
.
17.
No Right To
Employment
.
18.
Application of
Funds
.
19.
Section 423
Of The
Code
.
B-6
Table of Contents
20.
Securities
Laws
Restrictions
.
21.
Tax
Withholding
.
22.
Notices
.
23.
Choice of
Law
.
B-7
Table of Contents
Ryder System, Inc.
11690
N.W.
105
th
Street
Miami, Florida 33178
www.ryder.com
Table of Contents
THIS IS YOUR PROXY. YOUR VOTE IS IMPORTANT VOTE BY INTERNET www.proxyvote.com Use the
Internet to transmit your voting instructions and for electronic delivery of information up until
11:59 P.M. Eastern Time the day before RYDER SYSTEM, INC. the cut-off date or meeting date. Have
your proxy card in hand when you C/O PROXY SERVICES access the web site and follow the instructions
to obtain your records and to create an electronic voting instruction form. P.O. BOX 9163
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS FARMINGDALE, NY 11735 If you would like to reduce the
costs incurred by our company in mailing proxy materials, you can consent to receiving all future
proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign
up for electronic delivery, please follow the instructions above to vote using the Internet and,
when prompted, indicate that you agree to receive or access proxy materials electronically in
future years. VOTE BY PHONE 1-800-690-6903 Use any touch-tone telephone to transmit your voting
instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have
your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and
date your proxy card and return it in the postage-paid envelope we have provided or return it to
Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. If you vote over the Internet
or by telephone, please do not mail this card. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS
FOLLOWS: M23097-P93804-Z52243 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN
SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY RYDER SYSTEM, INC. The Board of Directors
recommends a vote FOR Proposals 1, 2, 3 and 4. Vote on Directors 1. ELECTION OF DIRECTORS
NOMINEES: For a three-year term of office expiring at For Against Abstain the 2013 Annual Meeting.
1a. David I. Fuente 0 0 0 Vote on Proposal For Against Abstain 3. Re-approval of the performance
criteria under the 1b. Eugene A. Renna 0 0 0 0 0 0 Ryder System, Inc. 2005 Equity Compensation
Plan. 1c. Abbie J. Smith 0 0 0 Vote on Proposal Vote on Proposal 2. Ratification of
PricewaterhouseCoopers LLP as 4. Approval of amendment to the Ryder System, Inc. 0 0 0 Stock
Purchase Plan for Employees to increase the 0 0 0 independent registered certified public
accounting number of shares issuable under the plan by 1,000,000. firm for the 2010 fiscal year.
This Proxy Card will be voted FOR the election of Directors David I. Fuente, Eugene A. Renna and
Abbie J. Smith, Proposal 2, Proposal 3 and Proposal 4 if no choice is selected. If you want to vote
in accordance with the recommendations of the Board of Directors, simply sign below and return this
card. For address changes and/or comments, please check this box and write them on 0 the back where
indicated. Please indicate if you plan to attend this meeting. 0 0 Yes No Please sign exactly as
name appears hereon. Joint owners should each sign. When signing as attorney, executor,
administrator, trustee or guardian, please note such title. Signature [PLEASE SIGN WITHIN BOX] Date
Signature (Joint Owners) Date
Table of Contents
Directions to the Annual Meeting Directions: Take State Road 836 West to the Florida Turnpike
North. Exit onto NW 106th Street. Turn Right onto NW 112th Avenue. Turn Right onto NW 105th Street.
Ryder Headquarters will be on the left. Important Notice Regarding the Availability of Proxy
Materials for the Annual Meeting: The Notice and Proxy Statement, Annual Report and Form 10-K are
available at www.proxyvote.com. M23098-P93804-Z52243 PROXY RYDER SYSTEM, INC. ANNUAL MEETING MAY
14, 2010 PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints
Gregory T. Swienton, Robert E. Sanchez and Robert D. Fatovic, as true and lawful agents and proxies
with full power of substitution in each, to represent the undersigned on all matters to come before
the meeting and to vote as designated below, all the shares of common stock of RYDER SYSTEM, INC.,
held of record by the undersigned on March 19, 2010, during or at any adjournment of the Annual
Meeting of Shareholders to be held at 10:00 a.m., EDT at the Ryder System, Inc. Headquarters, 11690
N.W. 105th Street, Miami, Florida 33178 on Friday, May 14, 2010. ON THE REVERSE SIDE OF THIS CARD
YOU MAY SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES OR SIMPLY SIGN AND RETURN THIS CARD
TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS RECOMMENDATIONS. UNLESS YOU VOTE BY TELEPHONE OR
INTERNET, YOU MUST SIGN THIS CARD AND RETURN IT IN THE ENCLOSED ENVELOPE SO THAT THE PROXY HOLDERS
MAY VOTE YOUR SHARES. Address Changes/Comments: (If you noted any Address Changes/Comments above,
please mark corresponding box on the reverse side.) Continued and to be signed on reverse side