Ryder System Inc.
10/11/2024 | Press release | Distributed by Public on 10/11/2024 15:07
Amendments to Bylaws Form 8 K
Item 5.03 Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year
On October 9, 2024, the Board of Directors of Ryder System, Inc. (the "Company") adopted amendments to the Company's By-Laws (the "By-Laws"), effective as of that date, to make certain changes primarily in connection with Rule 14a-19 promulgated under the Securities Exchange Act of 1934, as amended (the "Universal Proxy Rules"), as part of its periodic review of corporate governance matters.
As amended, the By-Laws now, among other things: (a) include certain updated procedures in connection with shareholder nominations of directors, including requiring a shareholder's nomination notice to include a representation that such shareholder intends to solicit proxies from shareholders representing at least 67% of the voting power of shares entitled to vote on the election of directors, (b) provide that if a nominating shareholder fails to comply with the Universal Proxy Rules or fails to provide reasonable evidence of compliance with the Universal Proxy Rules, such shareholder's proposed nominations shall be deemed to be null and void, and (c) implement certain other technical amendments relating to the Universal Proxy Rules and certain other revisions made for the purposes of clarity and consistency.
This description of the amendments reflected in the By-Laws adopted by the Company's Board of Directors on October 9, 2024 is qualified in its entirety by reference to the full text of the By-Laws, as amended through October 9, 2024, which is filed with this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.