¨ | Preliminary Proxy Statement |
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¨ | Definitive Proxy Statement |
ý | Definitive Additional Materials |
¨ | Soliciting Material Pursuant to §240.14a-12 |
ý | No fee required. |
¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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• | Our By-Laws permit holders of 10% of the Company's outstanding shares to call a special meeting. The Board believes that implementation of this proposal is unnecessary given the ability of shareholders to call special meetings with a low threshold of 10%. Calling a special meeting provides for notice and full disclosure to all shareholders and affords shareholders an equitable opportunity to raise and participate in matters between annual meetings. |
• | Written consent does not require the advance notice or communication to all shareholders. Advance notice or communication is not required either under the terms of the shareholder proposal or under the laws of the State of Florida, where Ryder is incorporated. As a result, taking action by written consent potentially deprives many shareholders of receiving prior notice, accurate and complete information and the opportunity to have a voice on important pending actions. |
• | Taking action by written consent is subject to potential abuse. Written consent would permit a small group of shareholders (including those who may accumulate a short-term voting position through the borrowing of shares) to initiate action and make fundamental corporate changes (such as changes that could disenfranchise other shareholders or further the proponent's special interests) with a simple majority of Ryder's outstanding shares without the knowledge or input of other shareholders. |
• | Implemented a balanced proxy access right in 2016 in line with prevailing market practice |
• | Commenced annual director elections beginning in 2016 |
• | Adopted double-trigger vesting upon a change of control in our equity plan in 2016 |
• | Lowered our general voting standard to a majority of votes cast |
• | Eliminated supermajority voting provisions regarding removal of directors, amendment of certain provisions of our Articles of Incorporation and By-Laws and approval of certain business combinations with interested shareholders |
• | Began disclosing our political contributions policy and annual direct corporate contributions to political candidates on our website |
• | Published a corporate sustainability report, which is periodically updated |