8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 28, 2008

Ryder System, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Florida	1-4364	59-0739250
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
11690 NW 105th Street, Miami, Florida		33178
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: (305) 500-3726

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c)

On May 28, 2008, the Company announced that John H. Williford will join Ryder effective June 23, 2008, as President, Global Supply Chain Solutions. Prior to joining the Company, Mr. Williford, 51, founded and served as President and Chief Executive Officer of Golden Gate Logistics LLC from 2006 to present. From 2002 to 2005, Mr. Williford served as President and Chief Executive Officer of Menlo Worldwide, Inc., the supply chain business of CNF, Inc. From 2005 to 2006, Mr. Williford was engaged as an advisor to Menlo Worldwide subsequent to the sale of Menlo Forwarding to United Parcel Service. The Company issued a press release on May 28, 2008, regarding Mr. Williford’s appointment, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The Compensation Committee of the Company’s board of directors has approved the following compensation arrangements for Mr. Williford: (1) annual base salary of $525,000; (2) annual target bonus opportunity equal to 7 5% of his base salary under the Company’s annual bonus plan (guaranteed to be at least 75% of his eligible base salary for the 2008 performance year, prorated from the date of hire); (3) a long-term incentive award with a total value of $775,000 delivered 45% in stock options (priced on his first day of employment), 35% in performance-based restricted stock rights (PBRSR) and 20% in performance-based cash (PBCA); (4) a grant of $800,000 in time-based restricted stock rights, based on the fair market value on the first day of employment; and (5) other executive perquisites and benefits generally available to the Company’s executive officers. The stock options will vest in three equal annual installments beginning on the first anniversary of the grant. The time-based restricted stock rights will not vest until the third anniversary of the grant date. Both the PBRSR and the PBCA will vest based on our total shareholder return (generally the change in our stock price over the performance period p lus dividends paid) relative to the total shareholder return of the S&P 500 for the three—year performance period ending on December 31, 2010. In addition, subject to certain conditions, the Company will reimburse Mr. Williford for certain documented relocation costs and expenses. Mr. Williford will also be entitled to severance benefits pursuant to a Severance Agreement with change of control provisions in the form of the Company’s form Severance Agreement, a copy of which was filed with the Commission on April 4, 2007.

The compensation arrangement described above is reflected in an employment offer letter (the "Offer Letter"). The foregoing description of the Offer Letter is qualified in its entirety by reference to the copy of the Offer Letter which is attached hereto as Exhibit 10.1.

There is no arrangement or understanding between Mr. Williford and any other person pursuant to which Mr. Williford was appointed President, Global Supply Chain Solutions. There are no family rel ationships between Mr. Williford and any of the Company’s directors and executive officers, and the Company has not entered into any transactions with Mr. Williford that would require disclosure under Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

9.01(d) Exhibits

Exhibit 10.1—Employment Offer Letter for John H. Williford.

Exhibit 99.1—Press Release issued by Ryder System, Inc. on May 28, 2008 announcing the appointment of John H. Williford as President, Global Supply Chain Solutions.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Ryder System, Inc.
May 28, 2008	By:	Robert D. Fatovic
		Name: Robert D. Fatovic
		Title: Executive Vice President, Chief Legal Officer and Corporate Secretary

Exhibit Index

Exhibit No.	Description
10.1	Employment Offer Letter for John H. Williford
99.1	Press Release issued by Ryder System, Inc. on May 28, 2008 announcing the appointment of John H. Williford as President, Global Supply Chain Solutions

EX-10.1

Exhibit 10.1

May 16, 2008

Mr. John Williford
416 Raymundo Dirve
Woodside, CA 94062

Dear John:

I am pleased to confirm our verbal offer of employment for the position of President, Global Supply Chain Solutions. In this position you will report directly to me and will serve as a member of the Leadership Team. Your employment will commence on June 23rd, 2008.

This position is offered to you at a salary of $43,750 per month, which equates to an annual base salary of $525,000 and your management level will be Level 19.

The annual cash incentive for this level of management (Level 19) currently provides for an annual target opportunity equal to 75% of eligible base salary. The award is based on Ryder System Inc. Equity Compensation Plan and is paid in February of each year for the preceding year, if approved by the Board of Directors. For the 2008 performance year, your bonus incentive payment is guaranteed at target or actual plan payment, whichever is higher and pro-rated from your date of hire.

On your first day of employment, you will receive an initial equity award with a total value of $775,000 delivered 45% in stock options, 35% in performance-based restricted stock (PBRSR) and 20% in performance-based cash (PBCA). The performance period for both PBRSR and PBCA is from January 1, 2008 through December 31, 2010 and the performance criteria is relative performance against the S&P500. Achievement is based on the following measurement:

• For PBRSR: Ryder’s Total Shareholder Return (TSR) being equal to or better than the S&P 500 TSR average over the three-year performance period.

• For PBCA: Ryder’s Total Shareholder Return (TSR) being equal to or better than the S&P 500’s 33^rd percentile over the three-year performance period.

The stock options will vest in three equal annual installments from the date of the award. The exercise price will be based on the FMV on the date of the grant. Vesting and awarding of both PBRSR and PBCA is subject to Compensation Committee approval of the performance results at its first meeting after the close of the performance period.

Mr. John Williford
Page 2
May 16, 2008

In addition, you will receive an award of time-based restricted stock rights with a value of $800,000. The number of whole shares will be determined based on the FMV on your first day of employment, rounded to the nearest 25 and will cliff vest three years from the date of the award.

Stock ownership by management is valued at Ryder. Accordingly, a stock ownership guideline of one (1) times base salary has been established for your position. You will have five years from your date of hire to reach your required stock ownership level. While five years have been allotted as the maximum time frame over which to accumulate full stock ownership levels, you should meet a pro-rata portion of the stock ownership guideline for each month in your position.

Your new position also includes the following executive perquisites: a monthly car allowance of $800; an annual executive perquisite allowance of $5,000 per year, (you will receive a pro-rata allowance) grossed up for taxes; and an annual tax preparation and financial planning allowance of up to $15,000 per year. Additional executive perquisites include Executive Life Insurance providing coverage equal to three times base pay, supplemental long-term disability coverage in addition to any underlying coverage in place; and twenty-four hour travel accident insurance. The perquisites offered to executives are subject to change, at any time, at the discretion of the Board of Directors. You are also eligible for a full-reimbursement relocation package. A representative in the Human Resources Group will assist you with your move.

You are also eligible for Ryder System, Inc. employee benefits as summarized in the enclosed Benefits at a Glance. Please note that your coverage under Ryder’s benefit plan will be effective on the first day of the month following ninety (90) calendar days of employment, however, you must enroll within 60 days of your date of hire. Your enrollment package and Personal Fact Sheet (PFS) will be sent to you from the Benefits Services Center shortly after you are hired. It will reflect both the deadline to enroll and your benefits effective date. If you do not receive your enrollment package, please contact Greg Greene.

In addition, Ryder agrees to reimburse you for the difference between the cost of Ryder’s medical/dental coverage and the COBRA health insurance premiums through your present employer until such time as your Ryder health insurance becomes effective.

As a member of the Leadership Team, you will receive a Severance Agreement with change of control provisions. This agreement provides for salary and bonus payments, and certain other allowances.

Government regulations require that we verify identity and employment eligibility of all new employees within three business days of their date of hire. Please be prepared to submit proper documentation on your start date. This offer letter is contingent upon your successful completion of a post-offer drug screening test.

Mr. John Williford
Page 3
May 16, 2008

This is a letter of offer and not to be construed as a formal contract of employment. We hope you understand that we must confirm your employment to be on an “at will” basis. Neither our stating your salary or wages in annualized terms nor our comments and representations in other respects are intended to express or imply that you will be working either for any particular duration, under a contract of employment or otherwise have any guaranteed terms related to employment, compensation or perquisites.

John, on behalf of myself and Ryder’s Leadership Team, I am looking forward to working with you in your new position with Ryder. Please call me at (305) 500-4440 or Greg Greene at (305) 500-4743, should you have any questions regarding this offer.

Sincerely,

/s/ Gregory T. Swienton

Exhibit 99.1

News Release

For Information Contact: David Bruce
(305) 500-4999
David_Bruce@Ryder.com Lisa Hagen
(305) 500-3668
Lisa_Hagen@Ryder.com

RYDER APPOINTS JOHN WILLIFORD
TO LEAD GLOBAL SUPPLY CHAIN BUSINESS
- 25-Year Industry Veteran Founded Menlo Worldwide Logistics -

MIAMI, May 28, 2008 – Ryder System, Inc. (NYSE: R), a global leader in transportation and supply chain management solutions, today announced it has selected John H. Williford to serve in the newly created position of President of Global Supply Chain Solutions. Mr. Williford’s appointment concludes an internal and external search announced in November of 2007 as part of the Company’s strategic decision to implement a global management structure to fully integrate its support of Supply Chain Solutions and Dedicated Contract Carriage customers, wherever they may operate around the world.

“We are very pleased to welcome John to Ryder’s management team,” said Ryder Chairman and Chief Executive Officer Greg Swienton. “He brings a well-earned industry reputation and a track record of proven results in global logistics leadership. His experience will support our efforts to apply Ryder’s strengths in a consistent way for the company’s increasingly global Supply Chain Solutions customer base. John will add to the current outstanding leadership, expertise, capabilities, and customer relationships that exist within Ryder’s domestic and international Supply Chain Solutions operations. We also believe John’s extensive experience within this industry will enable him to achieve a smooth, efficient transition into this important global role.”

Mr. Williford will begin in his new role on June 23^rd reporting directly to Mr. Swienton as a member of Ryder’s leadership team. He will be responsible for management, operations, sales and marketing, and financial performance of Ryder’s Supply Chain Solutions business segment, globally.

Mr. Williford comes to Ryder from Golden Gate Logistics LLC, a Palo Alto California-based logistics company, for which he has served as President and Chief Executive Officer since 2006. Prior to that role, Mr. Williford spent 25 years as part of Consolidated Freightways – CNF, serving most recently in a senior executive position as President and CEO of the company’s supply chain business, Menlo Worldwide, Inc. Menlo was created in 1990, when Mr. Williford, then serving as CNF’s Director of Marketing, proposed the creation of a separate business unit within CNF to capitalize on opportunities in the growing field of outsourced logistics. During his tenure, Menlo Worldwide grew to become an integrated global forwarding and logistics provider with approximately 12,000 employees operating in more than 100 countries.

About Ryder Supply Chain Solutions

Ryder Supply Chain Solutions (SCS) is the global logistics and warehouse management business segment of Ryder System, Inc. (NYSE: R). Its customized solutions involve management of the logistics pipeline as a synchronized, integrated process – from materials and components to finished goods distribution. By improving business processes and employing new technologies, the flow of goods and cash is made faster and consumes less capital. Ryder’s Dedicated Contract Carriage (DCC) solution, which is managed within the SCS organization, provides customers with vehicles, drivers, routing and scheduling. With combined 2007 revenue of $2.8 billion, Ryder’s SCS business segment, including DCC, enables customers to improve shareholder value and their customers’ satisfaction by enhancing supply chain performance and reducing costs.

About Ryder

Ryder provides leading-edge transportation, logistics and supply chain management solutions worldwide. Ryder’s stock (NYSE: R) is a component of the Dow Jones Transportation Average and the Standard & Poor’s 500 Index. Ryder ranks 371^st on the FORTUNE 500® and 1,631^st on the Forbes Global 2000. For more information on Ryder System, Inc., visit www.ryder.com.

# # #

Note Regarding Forward-Looking Statements: Certain statements and information included in this press release are “forward-looking statements” under the Federal Private Securities Litigation Reform Act of 1995. Accordingly, these forward-looking statements should be evaluated with consideration given to the many risks and uncertainties inherent in our business that could cause actual results and events to differ materially from those in the forward-looking statements. Important factors that could cause such differences include, among others, our ability to obtain adequate profit margins for our services, our inability to maintain current pricing levels due to customer acceptance or competition, customer retention levels, unexpected volume declines, loss of key customers in the Supply Chain Solutions (SCS) business segment, unexpected reserves or write-offs due to the deterioration of the credit worthiness or bankruptcy of certain customers in our SCS business segment, changes in financial, tax or regulatory requirements or changes in customers’ business environments that limit their ability to commit to long-term vehicle leases, changes in market conditions affecting the commercial rental market or the sale of used vehicles, labor strikes or work stoppages affecting our or our customers’ business operations, adequacy of accounting estimates and accruals, changes in general economic conditions, sudden changes in fuel prices, availability of qualified drivers, our ability to manage our cost structure, changes in government regulations, including regulations regarding vehicle emissions and risks described in our filings with the Securities and Exchange Commission. The risks included here are not exhaustive. New risks emerge from time to time and it is not possible for management to predict all such risk factors or to assess the impact of such risks on our business. Accordingly, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

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