RYDER SYSTEM INC
For the period ended May 1, 2026. Filed Mar 11, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 1, 2026 · Filed Mar 11, 2026
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrantþ
Filed by a Party other than the Registranto
Check the appropriate box:
| o | Preliminary Proxy Statement | o | Confidential, for Use of the Commission Only |
|---|---|---|---|
| þ | Definitive Proxy Statement | (as permitted by Rule 14a-6(e)(2)) | |
| o | Definitive Additional Materials | ||
| o | Soliciting Material under § 240.14a-12 | ||
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| þ | 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:
Ryder System, Inc.2333 Ponce de Leon Blvd., Suite 700Coral Gables, Florida 33134
NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS
| Date: | May 1, 2026 |
|---|---|
| Time: | 10:00 a.m. Eastern Time |
| Location: | The Breakers Palm Beach, One South County Road, Palm Beach, Florida 33480 |
| Purpose: | 1. To elect eleven directors for a one-year term expiring at the 2027 Annual Meeting of Shareholders. |
| 2. To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered certified public accounting firm for the 2026 fiscal year. | |
| 3. To approve, on an advisory basis, the compensation of our named executive officers. | |
| 4. To vote, on an advisory basis, on a shareholder proposal regarding an independent Board Chair. | |
| 5. To consider any other business that is properly presented at the meeting. | |
| Who May Vote: | You may vote if you were a record owner of our common stock at the close of business on March 2, 2026. |
| Proxy Voting: | Your vote is important. You may vote: |
| • by internet; | |
| • by telephone; or | |
| • by mail, if you received a paper copy of these proxy materials. |
By order of the Board of Directors,
Robert D. Fatovic
Executive Vice President ("EVP"), Chief Legal Officer ("CLO") and Corporate Secretary
Coral Gables, Florida
March 11, 2026
This proxy statement and the form of proxy, along with our Annual Report on Form 10-K for the year ended December 31, 2025 (the "2025 Annual Report") and the shareholder letter, were first sent or given to shareholders on or about March 11, 2026.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON FRIDAY, MAY 1, 2026.
Ryder System, Inc.'s ("Ryder," "RSI" or the "Company") proxy statement and 2025 Annual Report are available online atwww.ProxyVote.com.
| PAGE | |
|---|---|
| PROXY SUMMARY | 1 |
| INFORMATION ABOUT OUR ANNUAL MEETING | 4 |
| CORPORATE GOVERNANCE FRAMEWORK | 5 |
| BOARD OF DIRECTORS | 6 |
| AUDIT COMMITTEE | 9 |
| COMPENSATION COMMITTEE | 10 |
| CORPORATE GOVERNANCE AND NOMINATING COMMITTEE | 11 |
| FINANCE COMMITTEE | 15 |
| RISK MANAGEMENT | 15 |
| RELATED PERSON TRANSACTIONS | 17 |
| ELECTION OF DIRECTORS (PROPOSAL 1) | 18 |
| RATIFICATION OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM (PROPOSAL 2) | 26 |
| AUDIT COMMITTEE REPORT | 28 |
| SECURITY OWNERSHIP OF OFFICERS AND DIRECTORS | 29 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS | 30 |
| COMPENSATION DISCUSSION AND ANALYSIS | 31 |
| COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION | 46 |
| EXECUTIVE COMPENSATION | 46 |
| DIRECTOR COMPENSATION | 57 |
| ADVISORY VOTE ON EXECUTIVE COMPENSATION (PROPOSAL 3) | 59 |
| ADVISORY VOTE ON SHAREHOLDER PROPOSAL REGARDING INDEPENDENT BOARD CHAIR (PROPOSAL 4) | 60 |
| OTHER MATTERS | 63 |
| Ryder System, Inc. | 2026 Proxy Statement | i |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.