RYDER SYSTEM INC 8-K

What Happened
Ryder System, Inc. filed an 8-K on May 4, 2026 reporting voting results from its Annual Meeting of Shareholders held May 1, 2026. All eleven director nominees were re-elected to one-year terms. Shareholders also ratified PricewaterhouseCoopers LLP as auditor and approved, on an advisory basis, the compensation of the company’s named executive officers. A shareholder proposal to require an independent board chair was not approved.

Key Details

• Meeting and filing dates: Annual Meeting held May 1, 2026; Form 8-K filed May 4, 2026 (Item 5.07).
• Directors: All 11 nominees re-elected. Example tallies: David G. Nord — For 33,671,884 / Against 109,796 / Abstain 25,914; Tamara L. Lundgren — For 30,152,088 / Against 3,631,028 / Abstain 24,478.
• Auditor ratification: PwC ratified as independent registered public accounting firm — For 34,551,838 / Against 1,442,941 / Abstain 26,253.
• Advisory votes: Say-on-pay passed — For 33,104,177 / Against 640,638 / Abstain 62,779. Independent-chair proposal failed — For 7,075,247 / Against 26,410,511 / Abstain 321,836.

Why It Matters
The results confirm board continuity and management governance: all incumbent directors were re-elected and shareholders endorsed executive pay in an advisory vote, reducing near-term uncertainty about leadership and oversight. Ratification of PwC maintains continuity in external auditing. The decisive rejection of the independent-board-chair proposal indicates shareholders preferred the company’s existing board leadership structure for now.