Ryder System Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect eleven directors to serve one-year terms expiring at the 2027 Annual Meeting.

2. 2

   Ratification of Independent Registered Certified Public Accounting Firm

   ManagementBoard: FOR

   Ratify appointment of PricewaterhouseCoopers LLP as independent auditor for fiscal year 2026.

3. 3

   Advisory Vote on Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement.

   More detail

   The advisory proposal asks shareholders to approve the Company's executive compensation as disclosed. Management seeks approval to validate its pay-for-performance philosophy, retention and incentive structures, and to continue using its compensation framework aligning executive pay with long-term shareholder value. The Board recommends "FOR" citing robust design features: majority of CEO pay at-risk, multi-year performance-based equity, robust governance processes including independent compensation consultant, rigorous metrics (ROE, free cash flow, strategic revenue growth, comparable EBITDA), recoupment/clawback policies, and shareholder engagement with high prior Say-on-Pay support. A vote FOR signals shareholder endorsement of the Committee's approach; a vote AGAINST would require the Board to engage with shareholders and potentially revisit program design. The recommendation is non-binding, but the Board commits to consider voting outcomes in future compensation decisions.

4. 4

   Advisory Vote on Shareholder Proposal Regarding Independent Board Chair

   Shareholder — John CheveddenBoard: AGAINST

   Shareholder proposal requests the Board adopt a policy to separate the roles of CEO and Chair so that the Chair is an independent director.

   More detail

   The shareholder proposal requests that Ryder adopt a policy to separate the roles of Board Chair and CEO and require the Chair be an independent director, arguing this change would strengthen oversight, reduce conflicts, and improve accountability, especially in light of operational challenges and stock volatility in 2025. The proponent, John Chevedden, cites specific 2025 events (earnings miss, revenue flatness, freight downturn, used vehicle inventory decisions and stock declines) to support the claim that independent oversight is needed. Management recommends voting AGAINST, contending shareholders previously rejected similar proposals in 2023 and 2019, that existing governance (majority independent directors, strong Lead Independent Director, independent sessions) provides sufficient oversight, and that mandatory separation could constrain CEO candidate pools and impede succession planning; the Board argues an Executive Chair during the CEO transition better serves shareholder interests. The Board's opposition emphasizes flexibility to set leadership structure based on company circumstances, references prior shareholder votes, and highlights the imminent CEO transition as a reason to retain discretion rather than adopt a binding policy.

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When is the Ryder System Inc 2026 annual meeting?

Ryder System Inc (R) holds its 2026 annual shareholder meeting on Friday, May 1, 2026.

What is the record date for the Ryder System Inc 2026 meeting?

The record date for the Ryder System Inc 2026 meeting is Monday, March 2, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Ryder System Inc's 2026 meeting?

The board is presenting 11 director nominees at the Ryder System Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Ryder System Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Ryder System Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.