-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BMowGFcbjXg9eaXqHXcWuJdb4u+uREQKeHDBZvASD/xl6KnvCHy/Wna/SjaWF0Ky RKvwpPGZ6Dbkilzhzv01Qw== 0001299933-10-003162.txt : 20100824 0001299933-10-003162.hdr.sgml : 20100824 20100823182507 ACCESSION NUMBER: 0001299933-10-003162 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100823 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100824 DATE AS OF CHANGE: 20100823 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RYDER SYSTEM INC CENTRAL INDEX KEY: 0000085961 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AUTO RENTAL & LEASING (NO DRIVERS) [7510] IRS NUMBER: 590739250 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04364 FILM NUMBER: 101033627 BUSINESS ADDRESS: STREET 1: 11690 N.W. 105TH STREET CITY: MIAMI STATE: FL ZIP: 33178 BUSINESS PHONE: 3055003726 MAIL ADDRESS: STREET 1: 11690 N.W. 105TH STREET CITY: MIAMI STATE: FL ZIP: 33178 8-K 1 htm_38810.htm LIVE FILING Ryder System, Inc. (Form: 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):   August 23, 2010

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.

(b) On August 23, 2010, Ryder System, Inc. (the "Company") announced that Mr. Anthony G. Tegnelia, age 65, will retire from the Company on approximately March 1, 2011 after a 33-year career with the Company. Effective September 1, 2010, Mr. Tegnelia will step down as President, Global Fleet Management Solutions and for a period of approximately six months, Mr. Tegnelia will report to the Chief Executive Officer and assume responsibility for the evaluation and execution of acquisition and other strategic expansion opportunities in the Global Fleet Management Solutions business segment, will represent the Company within various associations in evaluating industry-related developments and undertake such other projects as the Chief Executive Officer may request until the earlier of the completion of such projects or March 1, 2011.

Mr. Robert E. Sanchez, age 45, the Company's current Executive Vice President and Chief Financial Officer, has been appointed to succeed Mr. Tegnelia as President, Global Fleet Management Solutions effective September 1, 2010. Mr. Sanchez brings to his new role 17 years of experience with the Company, during which he has served in various positions including Executive Vice President of Operations, U.S. Fleet Management Solutions from October 2005 to October 2007. In connection with his appointment as President, Global Fleet Management Solutions, Mr. Sanchez's annual compensation will be increased to $500,000. On the effective date of his appointment, Mr. Sanchez will also receive an equity grant of 15,000 restricted stock rights that will vest on the third anniversary of the grant date.

(c) The Company has appointed Mr. Art A. Garcia, age 49, to serve as the Company's Executive Vice President and Chief Financial Officer effective September 1, 2010. Mr. Garcia will continue to serve as the Company's principal accounting officer. Mr. Garcia joined the Company in December 1997 and has held various positions within Corporate Accounting, including Senior Vice President and C ontroller since October 2005. In connection with his appointment as Chief Financial Officer, Mr. Garcia's annual compensation will be increased to $325,000 and his target bonus opportunity will be increased to 75%. On the effective date of his appointment, Mr. Garcia will also receive an equity grant of 10,000 restricted stock rights that will vest on the third anniversary of the grant date.

There are no family relationships between Mr. Garcia and any of the Company’s directors or executive officers and the Company has not entered into any transactions with Mr. Garcia which are reportable pursuant to Item 404(a) of Regulation S-K.

(e) The information set forth in Item 5.02(b) is incorporated by reference to this Item.

In connection with his retirement, on August 23, 2010, the Company entered into a Separation and Release Agreement with Mr. Tegnelia, pursuant to which he will receive $787,500 payable in eighteen (18) semi-monthly installments, a lump sum payment of $590,625 and continued coverage under the Company’s medical, dental, life insurance and long-term disability plans for eighteen (18) months, in each case after the effective date of his departure from the Company. Upon his retirement, Mr. Tegnelia will also be entitled to receive all accrued compensation and benefits to the extent such benefits have vested, including benefits arising under our pension and pension restoration plans and in connection with the options, performance-based restricted stock rights and performance-based cash awards granted under the Ryder System, Inc. 2005 Equity Compensation Plan. A description of these benefits is set forth in the Company's 2010 Proxy Statement filed with SEC on March 29, 2010. Pursuant to the terms of his Separation and Release Agreement, Mr. Tegnelia has agreed to (1) an eighteen-month non-competition and non-solicitation covenant and (2) a full release of any and all known and unknown claims.





Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1: Press Release, dated August 23, 2010






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.
          
August 23, 2010   By:   Robert D. Fatovic
       
        Name: Robert D. Fatovic
        Title: Executive Vice President, Chief Legal Officer & Corporate Secretary


Exhibit Index


     
Exhibit No.   Description

 
99.1
  Press Release, dated August 23, 2010
EX-99.1 2 exhibit1.htm EX-99.1 EX-99.1

News Release

         
For Information Contact:  
Media:
  Investor Relations:
   
David Bruce
(305) 500-4999
  Bob Brunn
(305) 500-4053

RYDER ANNOUNCES RETIREMENT AND RELATED APPOINTMENTS OF KEY EXECUTIVES

    President of Global Fleet Management Solutions Tony Tegnelia to Retire

    Current EVP and CFO Robert Sanchez to Succeed Tegnelia as President of Global Fleet Management Solutions

    Current SVP and Controller Art Garcia to Succeed Sanchez as EVP and CFO

MIAMI, August 23, 2010 – Ryder System, Inc. (NYSE:R), today announced Anthony G. (Tony) Tegnelia (65), President, Global Fleet Management Solutions, will retire from Ryder after a career of more than 33 years with the Company.

“Tony has been an outstanding leader of our company for more than three decades,” said Ryder Chairman and Chief Executive Officer Greg Swienton. “He has served with a level of loyalty and integrity that has contributed greatly to our financial performance and success. We wish Tony the very best in the next stage of his life and thank him for his many years of distinguished service to Ryder.”

Succeeding Mr. Tegnelia in his role as President of Ryder’s largest business segment, Global Fleet Management Solutions, effective September 1, 2010, will be Robert E. Sanchez (45), who has served as the Company’s Executive Vice President and Chief Financial Officer since October of 2007. Mr. Sanchez brings to his new role 17 years of experience with the Company in numerous assignments, including an earlier senior leadership role within the Fleet Management Solutions business segment as Executive Vice President of U.S. Operations.

Succeeding Mr. Sanchez as the Company’s Executive Vice President and Chief Financial Officer, effective September 1, 2010, will be Art A. Garcia (49), a 13-year veteran of Ryder’s Corporate Accounting team who has served as Senior Vice President and Controller since October 2005. Mr. Garcia will also continue to serve as the Company’s principal accounting officer.

Commenting on these appointments, Mr. Swienton said, “We are pleased that the depth of talent within our company, and our efforts around organizational development and succession planning have enabled us to fill these important roles with proven internal candidates. Robert and Art are not only highly qualified, but they also fully understand our business processes and strategic direction, and are very well prepared to continue our progress in their new assignments.”

Beginning September 1, 2010, for a period of approximately six months, Mr. Tegnelia will assume responsibility for the evaluation and execution of acquisition and other strategic expansion opportunities in the Global Fleet Management Solutions business segment, will represent the Company within various associations in evaluating industry-related developments, and will lead various other projects, reporting to Chairman and Chief Executive Officer Greg Swienton, until the date of Mr. Tegnelia’s retirement which is expected to be on or before March 1, 2011.

About Ryder

Ryder is a FORTUNE 500® commercial transportation, logistics and supply chain management solutions company. Ryder’s stock (NYSE:R) is a component of the Dow Jones Transportation Average and the Standard & Poor’s 500 Index. Inbound Logistics magazine has recognized Ryder as the top third party logistics provider, and Security magazine has named Ryder the number-one company for security practices in the transportation, logistics, supply chain, and warehousing sector. Ryder is a proud member of the American Red Cross Annual Disaster Giving Program, supporting national and local disaster preparedness and response efforts. For more information on Ryder System, Inc., visit www.ryder.com.

# # #

Note Regarding Forward-Looking Statements: Certain statements and information included in this presentation are “forward-looking statements” under the Federal Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on our current plans and are subject to risks, uncertainties and assumptions. Accordingly, these forward-looking statements should be evaluated with consideration given to the many risks and uncertainties that could cause actual results and events to differ materially from those in the forward-looking statements. 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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