Ryder System, Inc. (Form: 8-K)

0001299933-12-001468.txt : 20120613 0001299933-12-001468.hdr.sgml : 20120613 20120613171918 ACCESSION NUMBER: 0001299933-12-001468 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20120611 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: 20120613 DATE AS OF CHANGE: 20120613 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: 12905750 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_45352.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):		June 11, 2012

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))

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

(d) Election of Directors

On June 11, 2012, our Board of Directors, upon the recommendation of the Board's Corporate Governance and Nominating Committee, elected Michael F. Hilton, President and Chief Executive Officer of Nordson Corporation, and Tamara L. Lundgren, President and Chief Executive Officer of Schnitzer Steel Industries, Inc., each to serve as a director for a term of office expiring at our 2013 Annual Meeting of Shareholders. Mr. Hilton’s term of office is effective July 1, 2012 and Ms. Lundgren’s term of office is effective October 1, 2012. Mr. Hilton has been appointed to the Board's Compensation Committee and Corporate Governance and Nominating Committee. Committee assignments for Ms. Lundgren will be made before her start date.

The Board has determined that Mr. Hilton and Ms. Lundgren qualify as independent under the independence standards set forth in the NYSE corporate governance listing standards. There are no arrangements or understandings between either Mr. Hilton or Ms. Lundgren and any other persons with respect to their appointments as a director. Neither Mr. Hilton, Ms. Lundgren nor any immediate family member of Mr. Hilton or Ms. Lundgren has been a participant in any transaction or currently proposed transaction with the Company that is reportable under Item 404(a) of Regulation S-K.

Mr. Hilton and Ms. Lundgren will participate in the standard non-employee director compensation arrangements described under the heading "Director Compensation" in our 2012 Proxy Statement, which was filed with the Securities and Exchange Commission on March 19, 2012. We plan to enter into a Director Indemnification Agreement with Mr. Hilton and Ms. Lundgren, the form of which was previously filed with the Commission on October 10, 2006.

Press releases announcing Mr. Hilton's and Ms. Lundgren’s election to the Board are filed with this report as Exhibits 99.1 and 99.2, respectively.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed as part of this Report on Form 8-K:

Exhibit 99.1: Press Release dated June 13, 2012 announcing the election of Michael F. Hilton.

Exhibit 99.2: Press Release dated June 13, 2012 announcing the election of Tamara L. Lundgren.

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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.

June 13, 2012	By:	Robert D. Fatovic

		Name: Robert D. Fatovic
		Title: Executive Vice President, Chief Legal Officer and Corporate Secretary

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Exhibit Index


Exhibit No.		Description

99.1		Press Release dated June 13, 2012 announcing the election of Michael F. Hilton
99.2		Press Release dated June 13, 2012 announcing the election of Tamara L. Lundgren

EX-99.1 2 exhibit1.htm EX-99.1 EX-99.1

Exhibit 99.1

News Release


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

RYDER SYSTEM, INC. ELECTS MICHAEL F. HILTON
TO ITS BOARD OF DIRECTORS

MIAMI, June 13, 2012 – Ryder System, Inc. (NYSE: R), a leader in transportation and supply chain management solutions, today announced that Michael F. Hilton, President and Chief Executive Officer of Nordson Corporation (Nasdaq: NDSN) has been elected to its Board of Directors, effective July 1, 2012.

Mr. Hilton, 58, has served as President and Chief Executive Officer of Nordson since he joined the company in 2010. Based in Westlake, Ohio, Nordson Corporation is a $1.3 billion company that engineers, manufactures and markets products and systems used for dispensing adhesives, coatings, sealants, biomaterials and other materials in a wide variety of end markets. Prior to joining Nordson, Mr. Hilton was Senior Vice President and General Manager of Air Products & Chemicals, Inc. with specific responsibility for leading the company’s $2 billion global Electronics and Performance Materials segment. He spent 33 years at Air Products where he held roles of increasing responsibility in a variety of staff, management and operations positions.

“Mr. Hilton has a solid track record of success leading complex global organizations with diverse markets, customers, products and business units, delivering strong organic and acquisitive growth and improved performance, and is now successfully driving profitability and shareholder results as chief executive officer of his company,” said Ryder Chairman and Chief Executive Officer Greg Swienton. “We look forward to drawing on the depth of his knowledge and seasoned leadership to continue our progress at Ryder. We are honored that he has agreed to serve on our board.”

Mr. Hilton received a master’s degree in business administration and a bachelor’s degree in chemical engineering from Lehigh University. He is the past co-chair of the SEMI Industry Strategy Symposium (ISS) committee and a past member of the association’s North American Advisory Board. He also is a member of the Manufacturers Alliance/MAPI GM Council, American Institute of Chemical Engineers and National Investor Relations Institute.

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 a top third party logistics provider and included Ryder in its 2011 and 2010 “Green Partners” listing. Ryder has also been ranked two years in a row as one of the top 250 U.S. companies in the Newsweek Green Rankings. In addition, Security Magazine has named Ryder one of the top companies 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, visit www.ryder.com and follow us on Facebook, YouTube, and Twitter.

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Note Regarding Forward-Looking Statements: Certain statements and information included in this news release are “forward-looking statements” within the meaning of the Federal Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on our current plans and expectations 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 including those risks set forth in our periodic filings with the Securities and Exchange Commission. New risks emerge from time to time. 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.

Exhibit 99.2

News Release


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

RYDER SYSTEM, INC. ELECTS TAMARA L. LUNDGREN
TO ITS BOARD OF DIRECTORS

MIAMI, June 13, 2012 – Ryder System, Inc. (NYSE: R), a leader in transportation and supply chain management solutions, today announced that Tamara L. Lundgren, President and Chief Executive Officer of Schnitzer Steel Industries, Inc. (Nasdaq: SCHN) has been elected to its Board of Directors, effective October 1, 2012.

Ms. Lundgren, 54, has served as President and Chief Executive Officer of Schnitzer Steel since 2008. Based in Portland, Ore., Schnitzer is one of the largest manufacturers and exporters of recycled ferrous metal products in the United States with $3.5 billion in annual revenue and 57 operating facilities in the U.S., Puerto Rico, and Canada. Ms. Lundgren joined Schnitzer Steel in 2005 as Chief Strategy Officer and previously served as Executive Vice President and Chief Operating Officer. Prior to joining Schnitzer Steel, Ms. Lundgren was a managing director at JPMorgan Chase in London and a managing director at Deutsche Bank AG in New York and London. Before joining Deutsche Bank, Ms. Lundgren was a partner at the law firm of Hogan & Hartson, LLP in Washington, D.C.

“Ms. Lundgren is a proven leader with broad international experience in strategy, operations and finance,” said Ryder Chairman and Chief Executive Officer Greg Swienton. “Her experience as chief executive officer of a large industrial company and the combination of her demonstrated strategic insight, operational capabilities and financial expertise will further enhance Ryder’s ability to deliver value to customers and shareholders. We are honored that she has agreed to serve on our board.”

Ms. Lundgren received a Juris Doctorate from Northwestern University and a bachelor’s degree from Wellesley College. She currently serves on the boards of Parsons Corporation, a private engineering and construction company, the Portland Branch of the Federal Reserve Bank of San Francisco and the U.S. Chamber of Commerce.

About Ryder

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