<PAGE> 1
THIS DOCUMENT IS A COPY OF THE RYDER SYSTEM, INC. NOTICE OF 1994 ANNUAL
MEETING AND PROXY STATEMENT FILED ON MARCH 22, 1994, PURSUANT TO A RULE 201
TEMPORARY HARDSHIP EXEMPTION.
Ryder (Logo)
System
Notice of 1994
Annual Meeting
and Proxy
Statement
<PAGE> 2
THIS DOCUMENT IS A COPY OF THE RYDER SYSTEM, INC. 1993 ANNUAL REPORT TO
SHAREHOLDERS FILED ON MARCH 22, 1994, PURSUANT TO A RULE 201 TEMPORARY
HARDSHIP EXEMPTION.
Ryder (Logo)
System
1993
Annual Report
to Shareholders
<PAGE> 3
(RYDER SYSTEM LOGO)
RYDER SYSTEM, INC.
3600 N.W. 82nd Avenue
Miami, Florida 33166
TO THE STOCKHOLDERS OF RYDER SYSTEM, INC.:
You are cordially invited to attend our Annual Meeting of Stockholders on
Friday, May 6, 1994, at 11:00 A.M., at the Miami Airport Hilton and Towers,
located in Miami, Florida.
The proposals to be acted upon at the Meeting include the election of directors
and the ratification of the appointment of independent auditors for 1994. I hope
you will carefully read the proposals, which are described in the accompanying
Proxy Statement, and cast your vote in favor of them.
The Company has been informed that certain Stockholders intend to present
proposals for consideration at the Meeting. The Board of Directors believes that
these proposals are not in the best interest of the Company and its Stockholders
and unanimously recommends a vote AGAINST the Stockholder proposals.
It is important that your shares be represented at the Meeting. Accordingly,
even if you plan to attend the Meeting, please sign, date and promptly mail the
enclosed proxy card in the postage-prepaid envelope.
On behalf of the Board of Directors, thank you for your cooperation and
continued support.
Sincerely,
/s/ M. Anthony Burns
- -----------------------
M. Anthony Burns
Chairman, President and
Chief Executive Officer
March 21, 1994
<PAGE> 4
- --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 6, 1994
The Annual Meeting of Stockholders of Ryder System, Inc. will be held at the
Miami Airport Hilton and Marina, 5101 Blue Lagoon Drive, Miami, Florida, on
Friday, May 6, 1994, at 11:00 A.M., for the following purposes:
(1) To elect six directors;
(2) To ratify the appointment of KPMG Peat Marwick as auditors for the
Company;
(3) To consider, if properly brought before the Meeting, certain
Stockholder proposals described in the Proxy Statement; and
(4) To transact such other business as may properly come before the Meeting
and any adjournments of the Meeting.
Only Stockholders of record of the Company's Common Stock at the close of
business on March 10, 1994, are entitled to vote in person or by proxy at the
Annual Meeting or any adjournments of the Meeting.
The 1993 Annual Report of the Company has been mailed with this Notice and Proxy
Statement to each Stockholder entitled to vote at the Meeting.
RYDER SYSTEM, INC.
/s/ H. Judith Chozianin
-----------------------
H. Judith Chozianin
Secretary
March 21, 1994
Miami, Florida
YOUR VOTE IS IMPORTANT!
Please sign, date and return the accompanying proxy card in the enclosed
postage-prepaid envelope as promptly as possible.
- --------------------------------------------------------------------------------
<PAGE> 5
RYDER SYSTEM, INC.
3600 N.W. 82nd Avenue (RYDER SYSTEM LOGO)
Miami, Florida 33166
<TABLE>
<CAPTION>
- -----------------------------------------------
TABLE OF CONTENTS PAGE
- -----------------------------------------------
<S> <C>
Proxy Statement 1
Solicitation and Voting of Proxies 1
Policy of Confidential Voting 1
Procedures for the Meeting 1
Participants in the 401(k) Plan 2
Outstanding Voting Stock 2
Election of Directors (Item No. 1) 3
Board of Directors and Committees of
the Board 9
Compensation of Directors 9
Certain Relationships 10
Selection of Auditors (Item No. 2) 11
Stockholder Proposal (Item No. 3) 11
Stockholder Proposal (Item No. 4) 13
Stockholder Proposal (Item No. 5) 14
Beneficial Ownership of Shares 16
Compensation Committee Report on
Executive Compensation 17
Compensation of Executive Officers 20
Option Grants 21
Aggregated Option Exercises and Fiscal
Year-End Option Values 22
Pension Benefits 22
Stock Performance 24
Cost of Solicitation 24
Submission of Stockholder Proposals for
the 1995 Annual Meeting 25
</TABLE>
- -----------------------------------------------
- -----------------------------------------------
<PAGE> 6
PROXY STATEMENT
RYDER SYSTEM, INC.
3600 N.W. 82ND AVENUE
MIAMI, FLORIDA 33166
SOLICITATION AND VOTING OF PROXIES
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of Ryder System, Inc. (the "Company") of proxies to be voted
at the Annual Meeting of Stockholders of the Company to be held on Friday, May
6, 1994, and at any adjournments of the Meeting ("Annual Meeting" or "Meeting").
This Proxy Statement and the accompanying proxy card are being distributed on or
about March 21, 1994, to holders of the Company's common stock ("Stockholders"
or, singularly, a "Stockholder") entitled to vote at the Meeting.
A Proxy Committee consisting of M. Anthony Burns, James M. Herron and Edwin A.
Huston will vote the shares of common stock, par value $.50 per share, of the
Company ("Common Stock", "Common Shares" or "Shares" or, singularly, "Common
Share" or "Share") represented by each proxy card returned to the Company. The
Shares represented by such proxy cards will be voted in favor of the election of
each director nominated in this Proxy Statement and in favor of the ratification
of KPMG Peat Marwick as auditors of the Company, but against the Stockholder
proposals set forth in this Proxy Statement (if properly brought before the
Meeting), unless a contrary instruction is made on such proxy card, in which
event the proxy will be voted by the Proxy Committee in accordance with the
Stockholder's instructions. Any Stockholder giving a proxy has the power to
revoke it at any time before it is exercised at the Meeting by filing with the
Secretary of the Company an instrument revoking it, by delivering a duly
executed proxy card bearing a later date, or by appearing at the Meeting and
voting in person.
POLICY OF CONFIDENTIAL VOTING
It is the Company's policy that all proxies, ballots and vote tabulations that
identify the particular vote of a Stockholder be kept confidential, except that
disclosure may be made: (i) to allow the independent election inspectors to
certify the results of the vote; (ii) as necessary to meet applicable legal
requirements, including the pursuit or defense of judicial actions; or (iii) in
the event of a proxy or consent solicitation in opposition to the Company based
on an opposition proxy or consent statement filed, or required to be filed, with
the Securities and Exchange Commission (the "SEC"). Accordingly, proxy cards are
returned in envelopes addressed to the tabulator, which receives, inspects and
tabulates the proxies. The final tabulation is inspected by inspectors of
election. Both the tabulator and the inspectors are independent of the Company,
its directors, officers and employees. Except as described above, information as
to the voting instructions given by individuals who are participants in the
Ryder System, Inc. Employee Savings Plan (the "401(k) Plan") will not be
disclosed to management by the trustee of the 401(k) Plan. Information as to
which Stockholders have not voted and periodic status reports on the aggregate
vote will be available to the Company.
PROCEDURES FOR THE MEETING
The presence, in person or by proxy, of the holders of a majority of the
outstanding Shares of Common Stock entitled to vote at the Meeting is necessary
to constitute a quorum at the Annual Meeting. Business at the Meeting will be
conducted in accordance with the procedures determined by the Chairman of the
Meeting and will be limited to matters properly brought before the Meeting
pursuant to the procedures prescribed in the Company's By-Laws. Those procedures
include the requirement that any Stockholder who desires either to bring a
Stockholder proposal before an annual meeting or to nominate a person for
election as a director at an annual meeting give written notice, prior to such
annual meeting, to the Company with respect to the proposal or nominee (see also
Submission of Stockholder Proposals for the 1995 Annual Meeting). The Chairman
of the Meeting may refuse to acknowledge any Stockholder proposal or any
nomination for director not made in accordance with the foregoing.
<PAGE> 7
The Board of Directors does not anticipate that any matters other than those set
forth in this Proxy Statement will be brought before the Annual Meeting. If,
however, other matters are properly brought before the Meeting, proxies will be
voted in accordance with the judgment of the Proxy Committee.
PARTICIPANTS IN THE 401(K) PLAN
If a Stockholder is a participant in the 401(k) Plan, the proxy card represents
the number of full Shares held for the benefit of the participant in the 401(k)
Plan as well as any Shares registered in the participant's name. Thus, a proxy
card for such a participant grants a proxy for Shares registered in the
participant's name and serves as a voting instruction for the trustee of the
401(k) Plan for the Share account in the participant's name.
OUTSTANDING VOTING STOCK
On March 10, 1994, there were 77,580,806 outstanding Shares of Common Stock. All
such Shares may be voted at the Annual Meeting and each outstanding Common Share
is entitled to one vote. Only holders of Common Stock of record at the close of
business on March 10, 1994, are entitled to vote at the Annual Meeting or any
adjournments of the Meeting. Neither broker non-votes nor abstentions are
counted as affirmative votes, in whole or in part.
2
<PAGE> 8
- --------------------------------------------------------------------------------
ELECTION OF DIRECTORS
(ITEM NO. 1)
The Company has three classes of directors serving staggered three-year terms.
Serving in the class of directors whose term expires at the 1994 Annual Meeting
are Arthur H. Bernstein, M. Anthony Burns, Edward T. Foote II, John A. Georges
and Howard C. Kauffmann. The term of office of Vernon E. Jordan, Jr., James W.
McLamore, Donald V. Seibert and Alva O. Way expires at the 1995 Annual Meeting.
David T. Kearns, Lynn M. Martin, Hicks B. Waldron and Mark H. Willes are
currently serving a term which expires at the 1996 Annual Meeting.
On August 20, 1993, John A. Georges was appointed by the Board of Directors to
serve in the class of directors whose term expires at the 1994 Annual Meeting
and Lynn M. Martin was appointed by the Board of Directors to serve in the class
of directors whose term expires at the 1996 Annual Meeting.
Accordingly, the Stockholders are asked to elect Arthur H. Bernstein, M. Anthony
Burns, Edward T. Foote II, John A. Georges and Howard C. Kauffmann, all of whom
have been duly nominated by the Board of Directors, to serve a term of office
expiring at the 1997 Annual Meeting and to elect Lynn M. Martin, who has been
duly nominated by the Board of Directors, to serve a term of office expiring at
the 1996 Annual Meeting.
Unless a proxy card specifies otherwise, the Proxy Committee will vote the
Shares covered by the proxy for the election of Arthur H. Bernstein, M. Anthony
Burns, Edward T. Foote II, John A. Georges and Howard C. Kauffmann to the class
of directors whose term expires at the 1997 Annual Meeting and for the election
of Lynn M. Martin to the class of directors whose term expires at the 1996
Annual Meeting. In the event any of these nominees becomes unavailable to serve
(which is not anticipated), the proxy card gives the Proxy Committee the
authority to vote for such other person as it may select.
The following material sets forth the name of each nominee and of each director
continuing in office, a description of positions and offices with the Company,
any other principal occupation, business experience during at least the last
five (5) years, certain directorships presently held, age and length of service
as a director of the Company.
The affirmative vote of a majority of the Shares entitled to vote at the Meeting
is necessary for the election of each nominee to the Board of Directors.
- --------------------------------------------------------------------------------
3
<PAGE> 9
NOMINEES FOR DIRECTOR
FOR A TERM OF OFFICE EXPIRING AT THE 1997 ANNUAL MEETING
<TABLE>
<S> <C> <C>
- --------------------------------------------------------------------------------------------------------------
- ----------------- ARTHUR H. BERNSTEIN Mr. Bernstein has been President & Chief
- ----------------- President & Chief Executive Executive Officer of Bancorp Capital Group, Inc.,
- ----------------- Officer, Bancorp Capital a venture capital firm, since 1987. He joined the
- ----------------- Group, Inc. Company in 1955 as General Counsel and Secretary
- ----------------- and from 1958 to 1965 he was Vice President and
- ----------------- Member--Audit Committee Treasurer and a member of the Board of Directors.
- ----------------- Member--Finance Committee In 1966, Mr. Bernstein joined Lazard Freres &
Co., Investment Bankers. In 1968, he joined
Director 1958-1966 and since 1974 Norton Simon, Inc. as Vice President -- Finance,
Age 68 and from 1970 to 1976 he was Senior Vice
President of Max Factor & Co. and a member of its
Board of Directors. From 1977 to 1980, Mr.
Bernstein was a practicing attorney and business
consultant and from 1980 to 1993 he was Managing
General Partner of California Capital Investors,
Ltd. Mr. Bernstein serves as a trustee of the
Sierra Trust Fund, the Sierra Variable Annuity
Fund and the California Family Study Center.
- --------------------------------------------------------------------------------------------------------------
- ----------------- M. ANTHONY BURNS Mr. Burns, who joined the Company in 1974, was
- ----------------- Chairman, President and elected a director, President and Chief Operating
- ----------------- Chief Executive Officer, Officer of the Company in December, 1979.
- ----------------- Ryder System, Inc. Effective January 1, 1983, he was elected to the
- ----------------- position of Chief Executive Officer of the
- ----------------- Company, and on May 3, 1985, he became Chairman
- ----------------- of the Board. He is a director of The Chase
Manhattan Bank, N.A., The Chase Manhattan
Director since 1979 Corporation, J.C. Penney Company, Inc. and Pfizer
Age 51 Inc., and is Vice Chairman and former Chairman of
the Board of Trustees of the National Urban
League. Mr. Burns is a member of the Board of
Governors of the United Way of America, the
American Red Cross, a member of the National
Executive Board of the Boy Scouts of America, and
the Board of Directors and Board of Trustees of
the United Way of Dade County (Florida). He is a
member of the Policy Committee of The Business
Roundtable, The Business Council and the Board of
Trustees of the University of Miami.
- --------------------------------------------------------------------------------------------------------------
- ----------------- EDWARD T. FOOTE II Mr. Foote has been President of the University of
- ----------------- President, Miami since 1981. Prior to joining the University
- ----------------- University of Miami of Miami, he was Special Advisor to the
- ----------------- Chancellor and Board of Trustees, Washington
- ----------------- Member--Compensation Committee University, from 1980 to 1981. From 1973 to 1980,
- ----------------- Member--Finance Committee he was Dean of the Washington University School
- ----------------- of Law, and from 1970 to 1973, he was Vice
Chancellor, General Counsel and Secretary to the
Director since 1987 Board of Trustees of Washington University. Prior
Age 56 to that he was an associate with the law firm of
Bryan, Cave, McPheeters and McRoberts.
- --------------------------------------------------------------------------------------------------------------
</TABLE>
4
<PAGE> 10
<TABLE>
<S> <C> <C>
- -----------------------------------------------------------------------------------------------------------
- ----------------- JOHN A. GEORGES Mr. Georges was elected Chairman of the Board of
- ----------------- Chairman and Chief International Paper Company in 1985 and Chief
- ----------------- Executive Officer, Executive Officer in 1984. He is Chairman of IP
- ----------------- International Paper Forest Resources Company and Managing General
- ----------------- Company Partner of IP Timberlands, Ltd. He is also a
- ----------------- director of Warner-Lambert Company and Scitex
- ----------------- Member--Audit Committee Corporation. Mr. Georges is a member of The
Member--Committee on Directors Business Council and the Policy Committee of The
and Public Responsibility Business Roundtable, a member of the Board of the
Business Council of New York State and a trustee
Director since 1993 of its Public Policy Institute, serves on The
Age 60 Trilateral Commission and is a trustee of Drexel
University.
- -----------------------------------------------------------------------------------------------------------
- ----------------- HOWARD C. KAUFFMANN Mr. Kauffmann joined the Exxon organization in
- ----------------- Retired President, 1946 as a petroleum engineer and subsequently
- ----------------- Exxon Corporation held a number of increasingly responsible
- ----------------- domestic and international positions culminating
- ----------------- Member--Compensation Committee in his election in 1975 as President and a
- ----------------- Member--Committee on Directors director of Exxon Corporation. In 1985, he
- ----------------- and Public Responsibility retired as President and a director of Exxon. He
is currently a director of The Chase Manhattan
Director since 1986 Bank, N.A. and The Chase Manhattan Corporation.
Age 71
- -----------------------------------------------------------------------------------------------------------
NOMINEE FOR DIRECTOR
FOR A TERM OF OFFICE EXPIRING AT THE 1996 ANNUAL MEETING
- -----------------------------------------------------------------------------------------------------------
- ----------------- LYNN M. MARTIN Since serving as Secretary of Labor under
- ----------------- Former U.S. Secretary of President George Bush from 1991 to 1993, Ms.
- ----------------- Labor; Chairperson, Martin has served as Chairperson of Deloitte &
- ----------------- Deloitte & Touche's Council Touche's Council for the Advancement of Women and
- ----------------- for the Advancement of Women; as an advisor to that firm. She is a regular
- ----------------- advisor to Deloitte & Touche commentator, panelist, columnist and speaker on
- ----------------- radio and television programs, in national
Member--Finance Committee publications and before various business and
Member--Compensation Committee academic groups, with respect to the changing
global economic and political environment. Prior
Director since 1993 to serving as Secretary of Labor, Ms. Martin
Age 54 represented the 16th District of Illinois in the
U.S. House of Representatives from 1981 to 1991.
She also serves as a director of Ameritech,
Harcourt General, Dreyfus Funds and Chicago's
Lincoln Park Zoo. She has assumed the Davee Chair
at the J. L. Kellogg Graduate School of
Management at Northwestern University and is a
member of the Council on Foreign Relations.
- -----------------------------------------------------------------------------------------------------------
</TABLE>
5
<PAGE> 11
DIRECTORS CONTINUING IN OFFICE
<TABLE>
<S> <C> <C>
- ----------------------------------------------------------------------------------------------------------
- ----------------- VERNON E. JORDAN, JR. Mr. Jordan is a Senior Partner in the law firm of
- ----------------- Senior Partner, Akin, Gump, Strauss, Hauer & Feld. Prior to
- ----------------- Akin, Gump, Strauss, joining Akin, Gump in 1982, he was President and
- ----------------- Hauer & Feld Chief Executive Officer of the National Urban
- ----------------- League from 1972 to 1981. From 1970 to 1972, he
- ----------------- Member--Audit Committee was Executive Director of the United Negro
- ----------------- Member--Committee on Directors College Fund. He is currently serving on the
and Public Responsibility Board of Directors of American Express Company,
Bankers Trust Company, Bankers Trust New York
Director since 1989 Corporation, Corning Inc., Dow Jones & Company,
Age 58 Inc., Revlon Group, J.C. Penney Company, Inc.,
RJR Nabisco, Inc., Sara Lee Corporation, Union
Carbide Corporation and Xerox Corporation. He is
also a director of The Brookings Institution and
The Ford Foundation.
- ----------------------------------------------------------------------------------------------------------
- ----------------- DAVID T. KEARNS Mr. Kearns has been Chairman of the New American
- ----------------- Chairman, New American Schools Development Corporation since 1993 and
- ----------------- Schools Development was Deputy Secretary of the United States
- ----------------- Corporation, and Retired Department of Education from 1991 through 1993.
- ----------------- Chairman and Chief Executive From 1982 through 1990, Mr. Kearns was Chairman
- ----------------- Officer of Xerox Corporation and Chief Executive Officer of Xerox Corporation,
which he joined in 1971 as a Vice President.
- ----------------- Chairman--Audit Committee Prior to joining Xerox, he was a Vice President
Member--Finance Committee in the Data Processing Division of International
Business Machines Corporation. Mr. Kearns is a
Director 1988-1991 and since 1993 senior university fellow at Harvard University
Age 63 and a member of The Business Council, the Coun-
cil on Foreign Relations and the American
Philosophical Society. Mr. Kearns is a trustee of
the University of Rochester and the Ford
Foundation and a director of The Chase Manhattan
Bank, The Chase Manhattan Corporation and Time
Warner, Inc.
- ----------------------------------------------------------------------------------------------------------
- ----------------- JAMES W. MCLAMORE Mr. McLamore has been extensively involved in the
- ----------------- Chairman Emeritus, food service industry throughout the past 45
- ----------------- Burger King Corporation years. In 1954, he co-founded Burger King
- ----------------- Corporation and served as its President or
- ----------------- Chairman--Committee on Directors Chairman of the Board through 1976. He currently
- ----------------- and Public serves as Chairman Emeritus of both Burger King
- ----------------- Responsibility Corporation and the Board of Trustees of the
Member--Audit Committee University of Miami. He also serves as a director
of Lennar Corporation.
Director since 1977
Age 67
- ----------------------------------------------------------------------------------------------------------
</TABLE>
6
<PAGE> 12
<TABLE>
<S> <C> <C>
- ----------------------------------------------------------------------------------------------------------
- ----------------- DONALD V. SEIBERT Mr. Seibert served as Chairman of the Board and
- ----------------- Retired Chairman and Chief Executive Officer of J.C. Penney Company,
- ----------------- Chief Executive Officer, Inc. from 1974 through 1983. He was first
- ----------------- J.C. Penney Company, Inc. employed by J.C. Penney Company, Inc. in 1947 and
- ----------------- continued serving that company in capacities of
- ----------------- Member--Audit Committee increasing responsibility until his retirement.
- ----------------- Member--Committee on Directors Mr. Seibert is Director Emeritus of J.C. Penney
and Public Responsibility Company, Inc. and a director of Citicorp,
Citibank, N.A. and UNISYS Corporation. He is
Director since 1985 Chancellor of Nyack College and the Alliance
Age 70 Theological Seminary. He is a director of The
National Retail Federation, the American Retail
Education Foundation and the Women's Research &
Education Institute. Mr. Seibert is a member of
The Business Council, the President's National
Productivity Advisory Committee and the Con-
ference Board. He is a former Chairman of United
Way of America and of Catalyst.
- ----------------------------------------------------------------------------------------------------------
- ----------------- HICKS B. WALDRON Mr. Waldron was Chairman and Chief Executive
- ----------------- Retired Chairman and Officer of Avon Products, Inc. from 1983 through
- ----------------- Chief Executive Officer, 1988. Prior to joining Avon, he was Executive
- ----------------- Avon Products, Inc. Vice President of R.J. Reynolds Industries, Inc.,
- ----------------- which he joined when R.J. Reynolds acquired
- ----------------- Member--Compensation Committee Heublein, Inc. in 1982. He joined Heublein in
- ----------------- Member--Committee on Directors 1973 as President and became Chief Executive
and Public Responsibility Officer in 1975 and Chairman in 1982. From 1946
to 1973, Mr. Waldron was associated with General
Director since 1987 Electric Company, acting in various management
Age 70 and executive capacities. He is currently serving
as a director of CIGNA Corporation, Hewlett
Packard Company and Atlantic Richfield Company.
- ----------------------------------------------------------------------------------------------------------
- ----------------- ALVA O. WAY Mr. Way was elected Chairman of the Board of IBJ
- ----------------- Chairman, Schroder Bank & Trust Company in 1986. He serves
- ----------------- IBJ Schroder Bank & as a consultant to and director of Schroder PLC,
- ----------------- Trust Company London, and related companies. Mr. Way joined
- ----------------- General Electric Company in 1951, where he served
- ----------------- Chairman--Finance Committee in various executive positions including Chief
- ----------------- Member--Compensation Committee Financial Officer. In 1979, he was elected Vice
Chairman of American Express Company, and in 1981
he was named President of American Express
Director since 1985 Company and Chairman and Chief Executive Officer
Age 64 of American Express International Banking
Corporation. Mr. Way served as President of The
Travelers Companies, a financial services
organization, from 1983 through 1984. He is a
director of Eli Lilly and Company, McGraw-Hill,
Inc. and Gould, Inc. He is Chancellor of Brown
University and a trustee of New York Presbyterian
Hospital and the Committee for Economic
Development.
- ----------------------------------------------------------------------------------------------------------
</TABLE>
7
<PAGE> 13
<TABLE>
<S> <C> <C>
- --------------------------------------------------------------------------------------------------------------
- ----------------- MARK H. WILLES Mr. Willes was elected Vice Chairman of General
- ----------------- Vice Chairman, Mills, Inc. in April 1992. Mr. Willes joined
- ----------------- General Mills, Inc. General Mills on July 1, 1980, as Executive Vice
- ----------------- President and Chief Financial Officer and a
- ----------------- Chairman--Compensation member of the company's Management Policy
- ----------------- Committee Committee. He was elected to the Board of
- ----------------- Member--Finance Committee Directors in December 1984, and elected President
in 1985. Prior to joining General Mills, Mr.
Director since 1992 Willes served as President of the Federal Reserve
Age 52 Bank of Minneapolis from 1977 to 1980. He had
previously been with the Federal Reserve Bank of
Philadelphia, where he was named Director of
Research in March 1970 and First Vice President
in October 1971. From 1967 to 1971, Mr. Willes
was Assistant Professor of Finance and Visiting
Lecturer, Wharton School of Finance and Commerce
at the University of Pennsylvania. Mr. Willes
serves as a director of Black & Decker
Corporation and The Talbots, Inc. He is Chairman
of the National Advisory Council of the School of
Management, Brigham Young University. He is also
Chairman of the Science Museum of Minnesota.
- --------------------------------------------------------------------------------------------------------------
</TABLE>
8
<PAGE> 14
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
The Board of Directors currently consists of 13 members. During 1993, the Board
met 10 times. The Board has established standing Audit, Compensation and Finance
Committees and a Committee on Directors and Public Responsibility to assist the
Board in the discharge of its responsibilities. The Board may also appoint other
committees for specialized functions as appropriate. All of the directors of the
Company are independent directors (as that term is defined in the Company's
By-Laws) other than Mr. Burns. The Company's By-Laws provide that a majority of
the Board of Directors, and all members of the Compensation Committee and the
Committee on Directors and Public Responsibility, must be independent directors.
The Audit Committee consists of David T. Kearns, Chairman, Arthur H. Bernstein,
John A. Georges, Vernon E. Jordan, Jr., James W. McLamore and Donald V. Seibert.
The Audit Committee met 6 times in 1993. The Committee is responsible for
recommending to the Board the engagement of independent auditors, reviewing the
scope of and budget for the annual audit and reviewing with the independent
auditors the results of the audit engagement, including the financial statements
of the Company. The Committee also reviews the scope and results of the
Company's internal audit procedures and reviews compliance with Company policies
relating to conflicts of interest and business ethics.
The Compensation Committee consists of Mark H. Willes, Chairman, Edward T. Foote
II, Howard C. Kauffmann, Lynn M. Martin, Hicks B. Waldron and Alva O. Way. The
Compensation Committee met 6 times in 1993. The Committee reviews and approves
or recommends to the Board, as appropriate, compensation for senior management,
recommends to the Board the adoption and implementation of incentive
compensation plans, stock option plans and employee benefit plans and reviews
non-management Board members' compensation and benefits and recommends changes
as appropriate. The Compensation Committee Report on Executive Compensation may
be found at pages 17 through 19 of this Proxy Statement.
The Finance Committee consists of Alva O. Way, Chairman, Arthur H. Bernstein,
Edward T. Foote II, David T. Kearns, Lynn M. Martin and Mark H. Willes. The
Finance Committee met 6 times in 1993. The Committee reviews the financial
condition and capital structure of the Company, advises the Board with respect
to capital appropriations and other financial matters affecting the Company and
reviews and recommends to the Board a dividend policy for the Company and any
actions to be taken thereunder.
The Committee on Directors and Public Responsibility consists of James W.
McLamore, Chairman, John A. Georges, Vernon E. Jordan, Jr., Howard C. Kauffmann,
Donald V. Seibert and Hicks B. Waldron. The Committee met 7 times in 1993. The
Committee reviews and recommends criteria for Board membership, reviews the
qualifications of and recommends individuals for election as directors and
reviews and recommends the function and authority of all Board Committees as
well as their composition. The Committee will review nominees suggested by
Stockholders in writing and sent to the Secretary of the Company. Any such
suggestion should include sufficient information about the proposed nominee to
permit the Board of Directors to make an informed determination as to whether
the proposed nominee, if elected, would be an independent director, as that term
is defined in the Company's By-Laws. Additional responsibilities of the
Committee include identifying and analyzing current trends and issues pertaining
to public policy, public affairs and corporate responsibility and bringing such
matters to the attention of the Board.
Mr. Jordan attended 70% of the aggregate number of meetings of the Board of
Directors, the Audit Committee and the Committee on Directors and Public
Responsibility during 1993. Mr. Kearns attended 63% of the aggregate number of
meetings of the Board of Directors, the Audit Committee and the Finance
Committee during the period that he served in 1993. Ms. Martin attended 67% of
the aggregate number of meetings of the Board of Directors, the Compensation
Committee and the Finance Committee during the period that she served in 1993.
Each of the other incumbent directors attended more than 75% of the aggregate
number of meetings of the Board of Directors and the committees on which he
served in 1993.
COMPENSATION OF DIRECTORS
Each director of the Company, other than Mr. Burns, is currently entitled to an
annual retainer of $21,500 for Board membership and $3,500 for each membership
on a major Board Committee. Beginning in 1994, the chairperson of each such
Committee will be entitled to an additional retainer of $4,500 per year. The
meeting fee payable to
9
<PAGE> 15
directors for telephonic meetings of the Board of Directors or standing
Committees of the Board is $1,100. Directors are entitled to a per diem fee for
all other regular and special meetings of the Board or its Committees of $2,200
and $1,100, respectively. Mr. Burns does not receive any additional compensation
by reason of his membership on the Board or attendance at meetings of any of its
committees.
Under the Company's Directors Stock Plan any eligible director may make an
election to receive a combination of Common Shares determined by a formula and
$11,500 in cash (collectively, the "Formula") in lieu of the annual retainer.
The Formula provides that the number of Shares granted to a participant will be
equal to the nearest number of whole Shares which can be purchased for $15,000
based on the Fair Market Value of the Shares on the date of grant. The Shares
will be entitled to cash dividends and full voting rights, but will not fully
vest until six months after the date of grant provided that the director
continues to serve in that capacity at that date. None of the Shares may be sold
or transferred prior to six months after the date when service as a director
ceases.
The Company also provides all non-employee directors with $100,000 of coverage
under the Company's accidental death and dismemberment insurance policy, yearly
compensation at retirement equal to 100% of the annual Board membership cash
retainer in effect at the time of their retirement, optional coverage under the
Company's medical plan, a $100,000 group term life insurance policy and the use
of a Company-owned automobile, resulting in additional average compensation of
$11,597 to each such director. The Company also provides all non-employee
directors with disability income protection.
The Company has adopted a Directors' Charitable Award Program under which it
intends to make charitable contributions in the name of current and future
directors. The program is designed to acknowledge the service of directors and
to benefit and recognize the mutual interest of directors and the Company in
supporting worthy charitable and educational institutions. In addition, it
enhances the Company's ability to attract and retain directors of the highest
caliber and experience. Under the Directors' Charitable Award Program, each
current or future director may designate up to 2 charitable organizations and it
is the Company's intention to contribute the sum of $500,000, in ten annual
installments, to the designated organizations in the director's name upon the
director's death. The program will be funded with the proceeds of insurance
policies on the lives of paired directors. Individual directors will derive no
financial benefit from this program, as all charitable deductions accrue solely
to the Company. All current directors and three retired directors participate in
the Directors' Charitable Award Program.
Directors of the Company may elect to defer receipt of their retainer and fees.
Deferred funds become part of the general assets of the Company and bear simple
interest at a rate based upon the base or prime rate of a major bank, but not
lower than 5% or higher than 12% per annum. At the discretion of the director,
the funds may be deferred until the earlier to occur of a fixed date,
retirement, disability, or removal, and are payable in a lump sum or
installments. However, upon a change of control of the Company all deferred
amounts will be distributed immediately to the director in a lump sum.
CERTAIN RELATIONSHIPS
Mr. Jordan is a senior partner in the law firm of Akin, Gump, Strauss, Hauer &
Feld which performed professional services on behalf of the Company in 1993.
Additionally, in the ordinary course of business, the Company and its
subsidiaries may from time to time engage in transactions with other
unaffiliated corporations whose officers or directors are also directors of the
Company. All such transactions are conducted on a commercial, arms-length basis
and may not come to the special attention of the directors or officers of either
the Company or the other corporation involved. The Company does not consider
either the transactions or the amounts involved in such transactions to be
significant.
10
<PAGE> 16
SELECTION OF AUDITORS
(ITEM NO. 2)
Upon the recommendation of the Audit Committee of the Board of Directors, the
Board has selected KPMG Peat Marwick, independent certified public accountants,
to audit the accounts of the Company and its subsidiaries for the fiscal year
ending December 31, 1994.
The firm of KPMG Peat Marwick has audited the accounts of the Company since 1955
and has offices in, or convenient to, most of the localities where the Company
and its subsidiaries operate. The Company has been advised that representatives
of KPMG Peat Marwick will be present at the 1994 Annual Meeting with the
opportunity to make a statement and to respond to appropriate questions raised
at the Meeting.
KPMG Peat Marwick performed audit services in connection with the examination of
the financial statements of the Company and its subsidiaries for the year ended
December 31, 1993. In addition, they also rendered other audit services which
included the review of financial statements and related information contained in
various registration statements and filings with the SEC, services related to
the Company's acquisition of other companies, examinations of the separate
financial statements of the Company's retirement and benefit plans, and limited
reviews of financial statements and related information contained in quarterly
reports provided to the Stockholders and the SEC.
The affirmative vote of a majority of the Shares entitled to vote at the Meeting
is necessary for the ratification of the appointment of KPMG Peat Marwick.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE SELECTION OF
KPMG PEAT MARWICK AS AUDITORS.
STOCKHOLDER PROPOSAL
(ITEM NO. 3)
The Company has been informed that John J. Gilbert of 1165 Park Avenue, New
York, New York 10129 and Martin Glotzer of 7601 N. Kedzie, Chicago, Illinois
60645, again intend to offer a proposal at the Annual Meeting requesting that
the Board of Directors take all steps necessary so that, once the current terms
of sitting Directors have expired, future election of all Directors will be
annual, rather than by class. Mr. Glotzer states that he owns 70 Shares and Mr.
Gilbert states that he owns 105 Shares. Mr. Gilbert states that he also
represents an additional 600 Shares held by family interests and an affiliated
corporation.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE AGAINST THIS PROPOSAL.
The proposal which the Company understands the proponents intend to introduce at
the Annual Meeting is as follows:
"RESOLVED: That the stockholders of Ryder System, Inc., assembled in annual
meeting in person and by proxy, hereby request that the Board of Directors
take the needed steps to provide that at future elections of directors new
directors be elected annually and not by classes, as is now provided, and
that on expiration of present terms of directors their subsequent election
shall be on an annual basis."
The proponents have furnished the following statement in support of their
proposal:
"Continued strong support along the lines we suggest were shown at the last
annual meeting when 65.5%, 2,173 proxies representing 36,373,947 shares,
were cast in favor of this proposal. The vote against included 1,301
unmarked proxies.
"LAC Minerals Ltd., Interco, Chemical Banking Corporation and Commonwealth
Edison Company of Chicago are among the latest companies to end their
stagger system of electing directors. Last year we withdrew our resolution
on the subject at Westinghouse after they agreed to end their stagger
system of electing directors. Chemical Bank's management, to its credit,
voluntarily ended theirs without a resolution from us on the subject.
11
<PAGE> 17
"Because of the normal need to find new directors and because of the
environmental problems and many groups desiring to have directors who are
qualified on the subject, we think ending the stagger system of electing
directors is the answer. In addition, some recommendations have been made
to carry out the Valdez 10 points. In our opinion, the 11th should be to
end the stagger system of electing directors and to have cumulative voting.
"Recently Equitable Life Insurance Company, which is now called Equitable
Companies, converted from a policy owned company to a public stock-holder
company. Thanks to AXA, the controlling French insurance company, not
wanting it they will not have a staggered board.
"If you agree, please mark your proxy for this resolution; otherwise it is
automatically cast against it, unless you have marked to abstain."
The affirmative vote of a majority of the Shares entitled to vote at the Meeting
is necessary for adoption of the proposal.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE AGAINST THIS PROPOSAL.
Before 1984 the directors were elected annually. At the 1984 Annual Meeting, the
Stockholders approved an amendment to the Restated Articles of Incorporation
providing that the Board be divided into three classes of directors serving
staggered three-year terms.
In the 1984 Proxy Statement the Board stated that it believed the interests of
the Stockholders were better served by a classified board than by the annual
election of all directors. Among the reasons presented at that time in favor of
a classified system of director elections, the Board stated the following:
The classification of directors will have the effect of making it more
difficult to change the composition of the Board of Directors. At least two
Stockholder meetings, instead of one, will be required to effect a change
in the control of the Board. While there has been no problem in the past
with the continuity or stability of the Board, the Board believes that the
longer time required to elect a majority of a classified Board will help to
assure the continuity and stability of the Company's management and
policies in the future, since a majority of the directors at any given time
will have prior experience as directors of the Company.
The Board believes that a classified Board of Directors promotes continuity of
experience on the Board, provides for an orderly succession of directors and
would encourage any unsolicited bidder for control of the Company to negotiate
with the Board which can best represent the interests of all of the
Stockholders.
The resolution offered by the proponents would not amend the Restated Articles
of Incorporation at this time, but, instead requests that the Board take the
steps necessary to elect all directors on an annual basis in the future. Under
the terms of the amendment to the Company's Restated Articles of Incorporation
approved by the Stockholders in 1984, an affirmative vote of 75% of the Shares
entitled to vote on a future resolution proposed by the Board to amend the
Restated Articles would be required at a future meeting of Stockholders in order
to amend the provisions governing the staggered election of directors.
ACCORDINGLY, THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE AGAINST THIS
PROPOSAL.
12
<PAGE> 18
STOCKHOLDER PROPOSAL
(ITEM NO. 4)
The Company has been informed that Arthur Wair of 984 Barners Road, Antioch,
Tennessee 37013, intends to offer a proposal at the Annual Meeting requesting
that the Board of Directors either redeem or submit to a vote of the
Stockholders the Company's Preferred Share Purchase Rights Plan. Mr. Wair states
that he owns 450 Shares.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE AGAINST THIS PROPOSAL.
The proposal which the Company understands this proponent intends to introduce
at the Annual Meeting is as follows:
"RESOLVED: That the shareholders of Ryder Systems (sic), Inc. hereby
request the Board of Directors redeem the shareholder rights issued in
1986, unless the issue is approved by the affirmative vote of a majority of
the outstanding shares at a meeting of the shareholders held as soon as
possible."
The proponent has furnished the following statement in support of his proposal:
"On February 26, 1986, the Board of Directors adopted a shareholder rights
plan, commonly known as a "poison pill," which issued a dividend of one
preferred share purchase right for each outstanding share of common stock.
In our opinion, such plans tend to entrench management and depress
companies' stock prices. The Board created this plan unilaterally without
consulting shareholders. Furthermore, the Board protected the plan by an
unusual voting requirement: To overturn the plan, a majority of shares
outstanding must be cast against the plan, instead of a majority of votes
cast.
"Our proposal attempts to give shareholders an opportunity to express their
views on the rights issue and the manner by which it was adopted.
"Since the adoption of this plan, shareholders have expressed opposition.
Stockholders made proposals similar to this one in 1990, winning 62.5% of
the votes cast, and again in 1991, winning 59.6% of the votes cast.
However, these votes represented less than 50% of the shares outstanding.
"At other companies, such votes are enough to prod directors to make the
changes that a majority of voting shareholders want.
"Poison pills have drawn increasing fire in recent years. Proposals such as
this one were the most common type of shareholder initiatives in 1993,
according to the Investor Responsibility Research Center. During 1993
Consolidated Freightways agreed to put their poison pill plans to a
shareholder vote following a resolution advanced by a Teamster. The company
joined companies like Time Warner, Lockheed, United Technologies, and La
Quinta Inns in voluntarily redeeming their poison pills since 1990.
"Congress expressed opposition to poison pills. In a vote on takeover
reforms, the Senate voted to ban such plans. Sponsors of the amendment
argued that a poison pill is an inappropriate way to stop hostile
takeovers.
"Academic researchers have criticized poison pills, showing that they harm
shareholder value.
"For these reasons, we urge you to vote FOR this resolution."
The adoption of this proposal requires the affirmative vote of a majority of the
Shares entitled to vote at the Meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE AGAINST THIS PROPOSAL.
The Preferred Share Purchase Rights Plan (the "Rights Plan") was adopted by the
Board of Directors on February 28, 1986 to protect the Company's Stockholders
against certain abusive takeover practices prevalent in the marketplace and to
ensure that all Stockholders are treated fairly and equally.
The overriding objective of the Board of Directors in adopting the Rights Plan
was, and continues to be, the preservation and maximization of the Company's
value for all Stockholders.
The Board believes that the Rights Plan is a sound and reasonable means of
protecting against unfair and abusive takeover practices and is both
appropriately within its discretion and an essential exercise of its fiduciary
obligations
13
<PAGE> 19
to the Stockholders. The Board also believes that many Stockholders have come to
recognize the effectiveness of these plans in protecting and enhancing value for
all Stockholders.
The Rights Plan does not preclude a prospective bidder from making an offer for
the Company. Moreover, the Rights Plan is not intended to prevent a takeover of
the Company nor would it do so.
The Rights Plan is intended to give the Board sufficient time, if confronted
with an offer to acquire the Company, to evaluate the offer and any possible
alternatives and to take those steps that the Board believes would be necessary
to maximize the value that can be achieved for all Stockholders.
The Rights Plan is designed to encourage any prospective bidders for the Company
to negotiate with the Company's Board. The Board believes that its ability to
negotiate effectively with a potential acquiror on behalf of all Stockholders is
significantly greater than that of the Stockholders individually. A bidder who
chooses to bypass the Board is pursuing his own interests and is not concerned
with the interests of the other Stockholders. In this regard, it is important to
remember that hostile acquirors are interested in buying a company as cheaply as
they can. Without the Rights Plan, the Company could find itself negotiating
with the acquiror from a defensive posture rather than at arms-length. While a
bidder may make an offer for the Company's stock which is in excess of the
stock's current market price, without such negotiations the premium offered may
not reflect the long-term value of the Company. This is particularly true of
companies whose stock is prone to cyclical movements, such as the Company.
The Board strongly disagrees with the view that rights plans deter legitimate
acquisition proposals from being made or depress the price of the stock of
corporations adopting them. Since the adoption of the Rights Plan, at least 52
companies which had rights plans have been acquired or were parties to
agreements to be acquired, including 37 companies which were acquired after
receiving an unsolicited bid. Furthermore, in 31 of the 37 acquisitions of
companies with rights plans that were initiated by unsolicited bids, the prices
ultimately received by stockholders exceeded the initial bids -- and did so by
an average premium to the initial bid of more than 20%.1
Studies by Georgeson & Co., a leading investor communications firm, have
concluded that "(rights plans) do not prevent takeovers nor do they diminish the
value of a company's stock." These studies also indicated that "companies with
(rights plans) receive premiums 69% higher in takeover contests than companies
without (rights plans)."
The Board of Directors believes that the Rights Plan continues to protect
Stockholders against abusive and unfair practices that force Stockholders to
sell their investments at less than full value. Over 1,650 of the largest U.S.
companies, representing the entire spectrum of American business, have adopted
rights plans in response to such practices. The Board supports the Rights Plan
and asks Stockholders to be aware that if the rights were redeemed now, without
a substitute plan and in the absence of any specific acquisition proposal, the
Board would be deprived of an effective negotiating tool which could otherwise
be used to protect and enhance Stockholder value.
It is for these reasons that the Board of Directors believes that the redemption
of the rights at the present time would not be in the best interest of the
Company's Stockholders.
ACCORDINGLY, THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE AGAINST THIS
PROPOSAL.
STOCKHOLDER PROPOSAL
(ITEM NO. 5)
The Company has been informed that Louis Shockley of 1079 Barners Road, Antioch,
Tennessee 37013, intends to offer a proposal at the Annual Meeting that would
recommend that no compensation be paid by the Company to any of its five
highest-paid officers that is not deductible by the Company for federal income
tax purposes. Mr. Shockley states that he owns 381 Shares.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE AGAINST THIS PROPOSAL.
- ---------------
(1) Based on data obtained from Securities Data Corporation and other industry
sources.
14
<PAGE> 20
The proposal which the Company understands this proponent intends to introduce
at the Annual Meeting is as follows:
"Resolved, that shareholders recommend that Ryder not pay any compensation
to its five highest compensated officers which is not deductible by Ryder
for federal income tax purposes under current law; provided, however, that
this resolution shall have no effect on any legally enforceable promise to
pay compensation to such an officer made prior to the date of the
submission of this resolution."
The proponent has furnished the following statement in support of his proposal:
"In 1993, Congress passed a law that compensation over $1 million to any of
the five highest paid officers of the company is not deductible by the
company for federal income tax purposes, unless it is performance-based
compensation awarded as part of a compensation plan approved by
shareholders. See IRC sec.162(m). After January 1, 1994, taxable
compensation above $1 million will be paid out of the company's net, after
tax, earnings. Congress' intent in passing this law was to bring under some
control the excesses in executive compensation in recent years.
"This proposal serves the interests of Ryder shareholders for several
reasons. First, restraining excessive executive compensation protects
company assets.
"Second, such excesses separate the interests of senior managers from those
of shareholders and from the interests and concerns of their fellow
employees. The figure of $1 million set by Congress, which is approximately
35 times the pay of the average Ryder driver, seems a good starting point
for defining excess.
"Third, Ryder's recent executive compensation policy gives reason for
shareholders to be concerned. Current trends will push these executives
over the $1 million mark soon. The top five officers of our company
received more than $4 million in cash compensation in 1992, an increase of
more than 50% over the previous year. In 1992, Ryder's Chief Executive
Officer, M. Anthony Burns, enjoyed a 12% raise in his base pay rate to
$725,000. If his pay were to keep increasing at that rate, he would soon
receive more than $1 million annually in base pay alone.
"Management's record of responding to shareholder concerns suggests we must
resort to resolutions on the issue of executive compensation. Despite
appeals from the majority of the shareholders voting at several recent
annual meetings, management refused to change its classified board and
poison pill. Without this proposal, the Board might compensate management
out of after-tax earnings, which we believe would not serve shareholder
interests.
"This proposal preserves the necessary flexibility in compensation
policies. The top executives of the company can still be paid over $1
million, but only with stockholder approval. This resolution simply
prevents management from burdening shareholders with the greater expense of
having to pay taxes on these executive salaries as well as paying the
salaries themselves.
"We urge you to vote FOR this resolution."
The adoption of this proposal requires the affirmative vote of a majority of the
Shares entitled to vote at the Meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE AGAINST THIS PROPOSAL.
The new tax law on the deductibility of executive compensation was enacted very
recently and regulations implementing the statute exist only in proposed form.
The Board of Directors believes that it would be premature and inappropriate to
consider adopting restrictions on the ability of the Company to set executive
compensation before the Internal Revenue Service has promulgated final
regulations interpreting the law. Adopting such a limitation, based on a new law
and proposed regulations, could diminish the effectiveness of the Compensation
Committee and the ability of the Company to attract and retain executive talent.
For these reasons, the Board of Directors believes that the adoption of this
proposal would not be in the best interest of the Company's Stockholders.
ACCORDINGLY, THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE AGAINST THIS
PROPOSAL.
15
<PAGE> 21
BENEFICIAL OWNERSHIP OF SHARES
As of January 15, 1994, each director or nominee and each executive officer
named in the Summary Compensation Table herein, individually, and all directors,
nominees and executive officers of the Company as a group, beneficially owned
Common Stock as follows:
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL PERCENT OF
NAME OF BENEFICIAL OWNER OWNERSHIP(1) CLASS(2)
- ------------------------------------------------------------- ----------------- ----------------
<S> <C> <C>
Arthur H. Bernstein(3),(6)................................... 15,564
M. Anthony Burns(4),(5)...................................... 539,836
C. Robert Campbell(3),(4),(5)................................ 84,684
Dwight D. Denny(5)........................................... 59,042 less
Edward T. Foote II(6)........................................ 1,064 than
John A. Georges.............................................. 1,000 1%
James M. Herron(5)........................................... 179,197 per
Edwin A. Huston(4),(5)....................................... 223,913 individual
Vernon E. Jordan, Jr.(6)..................................... 564
Howard C. Kauffmann(6)....................................... 3,564
David T. Kearns(6)........................................... 1,364
Lynn M. Martin(7)............................................ 300
James W. McLamore(6)......................................... 56,568
Donald V. Seibert(6)......................................... 1,089
Hicks B. Waldron(6).......................................... 3,214
Alva O. Way(6)............................................... 2,064
Mark H. Willes(3),(6)........................................ 2,591
Directors, Nominees and Executive Officers as a Group
(24 persons)(3),(4),(5),(6)................................ 1,448,609 1.87%
</TABLE>
- ---------------
(1) Unless otherwise noted, all Shares included in this table are owned
directly, with sole voting and dispositive power. The inclusion of Shares
in this table shall not be construed as an admission that such Shares are
beneficially owned for purposes of Section 16 of the Exchange Act.
(2) Percent of class has been computed in accordance with Rule 13d-3(d)(1)
of the Exchange Act.
(3) Includes Shares held jointly with their spouses or other family members,
as follows: Mr. Bernstein 15,000 Shares; Mr. Willes 2,027 Shares; Mr.
Campbell 439 Shares; all directors, nominees and executive officers as a
group 28,962 Shares.
(4) Includes Shares held in the accounts of executive officers pursuant to
the 401(k) Plan as of December 31, 1993, as follows: Mr. Burns 5,735
Shares; Mr. Campbell 2,097 Shares; Mr. Huston 3,474 Shares; all directors,
nominees and executive officers as a group 22,031 Shares.
(5) Includes Shares the direct ownership of which may be acquired within 60
days of January 15, 1994, through the exercise of stock options, as
follows: Mr. Burns 439,721 Shares; Mr. Campbell 81,788 Shares; Mr. Denny
55,042 Shares; Mr. Huston 198,245 Shares; Mr. Herron 167,951 Shares; all
directors, nominees and executive officers as a group 1,190,502 Shares.
(6) Includes 564 Shares held as of January 15, 1994, in the account of each
of the following directors pursuant to the Directors Stock Plan: Mr.
Bernstein; Mr. Foote; Mr. Jordan; Mr. Kauffmann; Mr. Kearns; Mr. McLamore;
Mr. Seibert; Mr. Waldron; Mr. Way; and Mr. Willes.
(7) As of January 18, 1994.
16
<PAGE> 22
As of January 15, 1994, the following table sets forth information regarding the
number and percentage of Shares held by all persons who are known by the Company
to beneficially own or exercise voting or dispositive control of more than 5% of
the Company's outstanding Common Stock:
<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME AND ADDRESS BENEFICIALLY OWNED PERCENT OF CLASS
- ----------------------------------------------------------- ------------------ ----------------
<S> <C> <C>
State Treasurer
State of Michigan
P.O. Box 15128
Lansing, Michigan 48901.................................. 5,050,745(1) 6.53%
</TABLE>
- ---------------
(1)The Michigan State Treasurer has sole voting power and sole dispositive power
as to all 5,050,745 Shares. The foregoing ownership information is based upon
oral information furnished to the Company on behalf of the Michigan State
Treasurer on January 31, 1994, and confirmed in writing by the Company.
FILINGS UNDER SECTION 16(A)
Compliance with Section 16(a) of the Exchange Act requires the Company's
directors, executive officers, and persons owning more than 10% of the Company's
Common Stock to file with the SEC and the New York Stock Exchange initial
reports of ownership of Common Stock and other equity securities of the Company
on Form 3 and reports of changes in such ownership on Forms 4 or 5. Directors,
executive officers and greater than 10% Stockholders are required to furnish the
Company with copies of all Section 16(a) reports they file.
To the Company's knowledge, based solely on a review of the copies of the
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended December 31, 1993, the
Company's directors and executive officers complied with all applicable Section
16(a) filing requirements.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company's executive compensation program is administered by the Compensation
Committee of the Board of Directors, composed entirely of independent Directors.
The Committee reviews all matters involving Mr. Burns' compensation and
recommends approval by the Board of an appropriate compensation program for Mr.
Burns consistent with the Company's pay for performance philosophy. Compensation
actions affecting executive officers of the Company other than Mr. Burns are
based upon recommendations made to the Committee by Mr. Burns. The Committee
reviews these recommendations and, upon approval, forwards them to the Board for
final review and approval.
EVALUATION OF EXECUTIVE PERFORMANCE
In its evaluation of executive performance the Committee employs criteria
designed to motivate individual executives and believes that the executive
compensation program strengthens the Company's ability to attract, motivate and
retain the executive talent necessary to increase shareholder returns. The
Committee believes that total compensation should increase or decrease with
performance.
The Committee reviews the executive compensation program continuously to ensure
its effectiveness and to ensure that the program remains externally competitive
within the range that the Committee considers appropriate, based upon the
Company's performance. Each element of the program is compared to the practices
of several groups of similar companies (companies with sales levels and/or
financial characteristics similar to those of the Company, and companies from
the Dow Jones Transportation 20 Index) as well as comparative data provided by
Hewitt Associates and Frederick W. Cook & Co., Inc., independent compensation
consultants retained by the Company. This data includes information regarding
various components of compensation and benefits provided to executives holding
comparable positions at similar companies and is referred to by the Committee
during the year to aid in setting executive compensation within the median range
for companies similar to the Company. While each element of compensation is
considered separately, the Committee takes into account the full compensation
package offered by the Company to each executive officer.
17
<PAGE> 23
In evaluating management's 1993 performance, the Committee considered the
Company's financial results, management's progress toward implementing strategic
initiatives and the successful implementation of the Aviall spin-off. The
spin-off completed a multi-year effort to refocus the Company on its core
highway transportation services businesses. These combined businesses reported a
solidly profitable year for 1993 with significant improvements in earnings from
continuing operations and a substantial increase in return on common equity.
NEW STOCK OWNERSHIP PROGRAM
On the Committee's recommendation, in August of 1993, the Board of Directors
adopted guidelines for stock ownership by all executives. Under these
guidelines, executives are expected to own Company stock equal in value to
various multiples of their annual salary, depending on their position within the
Company. Mr. Burns will be expected to own stock worth at least two times his
annual salary. The other executive officers will be expected to own stock at
least equal in value to their annual salaries. The guidelines provide a
three-year phase-in period during which executives are expected to progress
toward these ownership levels. The Committee will monitor the participation of
the executives in the program and expects that progress will be made each year
by each officer during this phase-in period. The level of each executive's
Company stock ownership may also be considered as a factor by the Committee when
awarding future stock option grants.
SALARY
Salaries for executive officers are determined by assigning each executive
officer to a pay grade and range which indicates the level of responsibility
associated with that executive officer's position and the importance of that
position to the operations of the Company. Because of the Committee's emphasis
on incentive-based compensation, salary levels for executive officers are
moderate in comparison to salary levels at similar companies. In making
decisions to adjust individual salary levels, the Committee considers Company
performance, the executive officer's individual performance and position in the
existing salary range, and external comparative data.
Mr. Burns did not receive a salary increase in 1993. His last salary increase
was in June of 1992. Because of its emphasis on incentive compensation, the
Committee has concluded that it is not appropriate for Mr. Burns to receive a
salary increase every twelve months, regardless of the Committee's evaluation of
his performance.
ANNUAL INCENTIVE AWARDS
The Company's annual incentive compensation program provides for the payment of
cash bonuses to executive officers and other key employees of the Company based
upon Company financial performance and individual performance. These bonus
awards are based upon annual financial performance targets set in the Company's
Business Plan, which is approved by the Board of Directors and used to manage
the Company's business. When determining the annual bonus plan targets, the
Committee strives to align the bonus plan with the Company's long-term goals so
that strategic focus is maintained.
In February of 1994, each executive officer of the Company was awarded a cash
bonus based upon the Committee's review of the Company's (or applicable business
unit's) 1993 financial performance determined by net after-tax return on assets
("NAT ROA"), net before tax ("NBT") earnings and (for one executive officer)
business unit revenue for 1993. The Committee believes that improvements in
these financial measures will, over time, result in the Company reaching its
long-term return-on-equity goal and the maximization of stockholder value.
Accordingly individual cash bonuses are linked directly to these performance
measurements.
Mr. Burns was eligible for a 1993 incentive award of up to 110% of his base
salary based on Company performance, measured by NAT ROA and NBT earnings, and
an additional award of up to 20% of his base salary based upon his individual
performance. Since the Business Plan targets set by the Committee for the
Company's 1993 performance were achieved, Mr. Burns received a bonus equal to
43.5% of his base salary based upon Company performance and an individual
performance award equal to 19.9% of his base salary. Thus 38.8% of Mr. Burns'
1993 total salary and bonus were performance related.
The size of bonuses for executive officers generally and Mr. Burns in particular
decreased between 1992 and 1993, because of 1993's higher financial performance
targets, weak performance by the Company's aviation services business and lower
earnings in the Company's automotive carriage business. However, the Company's
reported
18
<PAGE> 24
results of continuing operations for 1993 (which as a result of the spin-off
excluded the aviation services business), showed significant improvements in
both NBT earnings and NAT ROA from 1992. The Committee will expect continued
improvement in these performance measures in 1994 if a similar or a greater
level of bonuses is to be awarded.
Because proposed Internal Revenue Service regulations governing the
deductibility of executive compensation pursuant to the Omnibus Budget
Reconciliation Act of 1993 ("OBRA") were issued in mid-December 1993, and final
regulations have not yet been issued as of the date of this report, the
Committee has recommended that the Company's current executive compensation
program be continued in effect until such time as the Committee has had
sufficient opportunity to study and discuss the final OBRA provisions and make
further recommendations.
LONG-TERM INCENTIVE AWARDS
The Committee believes that a significant portion of executive compensation
should be comprised of long-term incentives to encourage strategic
decision-making. The Company's Stock Incentive Plan provides such an incentive
through the award of stock options to executive officers and other key
executives at the discretion of the Committee. Under this Plan, stock options
may only be granted at the fair market value of the Company's stock on the date
of grant. The stock ownership guidelines implemented in 1993 tie executives
receiving stock options directly to the future performance of the Company, while
the amount of stock owned by these executives may be considered by the Committee
in determining future awards.
The Committee is aware of the potential for shareholder dilution resulting from
stock subject to options and it carefully considered this factor in determining
the level of 1993 stock option awards. In addition, after the Company's
stockholders approved the authorization of 1.6 million additional Shares in 1993
for future grants under the Stock Incentive Plan, the Committee set a maximum
limit of 300,000 Shares per individual in cumulative grants of options for
Shares then reserved under the Plan.
For 1993, the Committee utilized three criteria to determine individual stock
option awards to the Company's executives: current individual performance,
potential for promotion, and impact on Company performance. In 1993, Mr. Burns
was granted options to purchase 60,000 Shares in recognition of his current
performance and as an incentive to continue his efforts toward improving the
long-term financial performance of the Company.
Mark H. Willes (Chairman), Edward T. Foote II, Howard C. Kauffmann, Lynn M.
Martin, Hicks B. Waldron and Alva O. Way.
19
<PAGE> 25
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth the annual and long-term compensation which the
Company paid to, or deferred for, those persons who were at December 31, 1993
(a) the chief executive officer and (b) each of the other four most highly
compensated executive officers of the Company (collectively, the "named
executive officers") for services rendered in 1993, 1992 and 1991:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
--------------------
AWARDS
--------------------
ANNUAL COMPENSATION SECURITIES
---------------------------------- UNDERLYING
OTHER ANNUAL OPTIONS/LIMITED ALL OTHER
SALARY BONUS COMPENSATION SARS(2) COMPENSATION(3)
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($)(1) (#) ($)
- ---------------------------------------------- ---- ------- ------- ------------ -------------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
M. Anthony Burns Chairman of the Board, 1993 725,000(4) 460,000 4,219 60,000 12,642
President and Chief 1992 693,750(4) 810,000 3,370 54,712 11,541
Executive Officer 1991 650,000(4) 97,500 3,370 49,241 11,283
Edwin A. Huston Senior Executive Vice
President -- Finance 1993 413,250 337,842 2,813 25,000 16,425
and Chief Financial 1992 391,167 437,000 2,246 25,715 14,394
Officer 1991 367,333 66,000 2,246 24,073 13,788
James M. Herron Senior Executive Vice 1993 336,917 275,427 2,813 23,000 16,884
President and General 1992 318,500 361,000 2,246 22,432 13,854
Counsel 1991 300,750 56,000 2,246 20,791 13,660
Dwight D. Denny President -- Ryder 1993 260,000 225,862 2,813 25,000 6,316
Commercial Leasing & 1992 220,000 251,680 2,246 20,405 4,575
Services 1991 169,591 32,300 2,246 21,779 77,899
C. Robert Campbell Executive Vice
President 1993 260,667 210,518 2,813 22,000 7,284
-- Human Resources and 1992 243,333 225,613 2,246 23,848 6,020
Administration 1991 206,667 38,500 2,246 19,696 5,800
</TABLE>
---------------
(1) This column represents amounts reimbursed for the payment of income taxes
on certain perquisites provided to these executive officers. Other
perquisites and personal benefits furnished to the named executive officers
do not meet the disclosure thresholds established under SEC regulations and
are not included in this column.
(2) Stock option and Limited Stock Appreciation Right ("Limited SAR") grants
vest in 50% annual installments commencing with the first anniversary of
the date of grant. Each named executive officer who received a grant of
stock options received a number of Limited SARs equal to the number of
Shares subject to such stock option. The numbers given reflect an option
with a tandem Limited SAR as a single unit. Under the existing antidilution
provisions of the Company's 1980 Stock Incentive Plan, as amended and
restated as of October 22, 1993, upon the payment of a special dividend
effecting the spin off of the Company's aviation services business (Aviall,
Inc.) on December 7, 1993, all then outstanding stock option grants were
converted so that as to each such grant there were an increased number of
ex-dividend Shares at a lower exercise price per Share and the optionees'
resulting spreads were the same as they were prior to the dividend.
(3) This column is composed of: (a) contributions to the 401(k) Plan in the
amount of $400, $200, and $200 for each named executive officer for
1993, 1992 and 1991, respectively; (b) dollar value of premiums for
compensatory split-dollar insurance payments for Mr. Burns in the amounts
of $315, $960, and $1,071 for 1993, 1992 and 1991, respectively; for Mr.
Huston in the amounts of $398, $898, and $790 for 1993, 1992 and 1991,
respectively; for Mr. Herron in the amounts of $441, $1,516, and $1,322 for
1993, 1992 and 1991, respectively; for Mr. Denny in the amounts of $80, $0,
and $0 for 1993, 1992 and 1991, respectively; and for Mr. Campbell in the
amounts of $156, $577, and $508 for 1993, 1992 and 1991, respectively; (c)
premiums paid under the Supplemental Retiree Life Insurance Plan for Mr.
Burns in the amounts of $3,789, $2,243, and $2,243 for 1993, 1992 and 1991,
respectively; for Mr. Huston in the amounts of $4,793, $2,462, and $2,462
for 1993, 1992 and 1991, respectively; for Mr. Herron in the amounts of
$8,353, $4,448, and $4,448 for 1993, 1992 and 1991, respectively; for Mr.
Denny in the amounts of $3,453, $2,090, and $2,090 for 1993, 1992 and 1991,
respectively; and for Mr. Campbell in the amounts of $3,236, $1,915, and
$1,915 in 1993, 1992 and 1991, respectively; (d) premiums paid under the
Supplemental Long Term Disability Insurance Plan for Mr. Burns in the
amounts of $8,138, $8,138, and $7,769 for 1993, 1992 and 1991,
respectively; for Mr. Huston in the amounts of $10,834, $10,834, and
$10,336 for 1993, 1992 and 1991, respectively; for Mr. Herron in the
amounts of $7,690, $7,690, and $7,690 in 1993, 1992 and 1991, respectively;
for Mr. Denny in the amounts of $2,383, $2,285, and $2,194 for 1993, 1992
and 1991, respectively; and for Mr. Campbell in the amounts of $3,492,
$3,328, and $3,177 in 1993, 1992 and 1991, respectively; and (e) relocation
expenses paid for Mr. Denny in the amount of $73,415 for 1991.
(4) Year-end annualized salary was $725,000, $725,000, and $650,000 for the
years 1993, 1992, and 1991, respectively.
20
<PAGE> 26
SEVERANCE AGREEMENTS
The Company has entered into severance agreements with each executive officer,
including the named executive officers, and other key employees of the Company
and its subsidiaries, which provide that if the Company terminates the
employment of an executive for reasons other than death, disability or cause,
or, if within the three-year period commencing with a change of control of the
Company, the executive terminates employment with the Company for good reason,
the Company will provide the executive with a multiple of salary and bonus
ranging from a maximum of three times salary and three times bonus for the
highest level executive to a minimum of .5 times salary and, for each year of
service, one month bonus (subject to a maximum of 12 months bonus) for lower
level executives, as well as various benefits and perquisites, net of excise
taxes.
OPTION GRANTS
The following table provides information regarding the grant of stock options to
the named executive officers in fiscal year 1993. In addition, in accordance
with SEC regulations, hypothetical gains of 5% and 10% required by the SEC along
with a third column representing a 0% gain (listed in the table under "Potential
Realizable Value at Assumed Annual Rates of Stock Price Appreciation for
Option/Limited SAR Term") are shown for these stock options. These hypothetical
gains are based on assumed rates of annual compound stock price appreciation of
0%, 5% and 10% from the date the stock options were granted over the full option
term of ten (10) years. Each named executive officer also received a grant of
one Limited SAR in tandem with each Common Share subject to the stock option.
Such Limited SAR may only be exercised in the event of a change of control of
the Company if the named executive officer is at that time a Section 16(b)
Insider.
OPTION/LIMITED SAR GRANTS IN FISCAL YEAR 1993
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- ---------------------------------------------------------------------------------------------------
% OF TOTAL
NUMBER(2) OPTIONS/ POTENTIAL REALIZABLE
OF LIMITED VALUE(1)
SECURITIES SARS AT ASSUMED ANNUAL RATES
UNDERLYING GRANTED TO OF STOCK PRICE
OPTIONS/ EMPLOYEES EXERCISE APPRECIATION FOR
LIMITED IN PRICE OPTION/LIMITED SAR TERM
SARS FISCAL YEAR PER EXPIRATION ---------------------------
NAME GRANTED 1993 SHARE(3) DATE(4) 0% 5% 10%
- ----------------------------------------- ----------- ----------- -------- ----------------- --- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
M. Anthony Burns......................... 60,000 8% $26.25 December 28, 2003 $0 $990,509 $2,510,144
Edwin A. Huston.......................... 25,000 3% 26.25 December 28, 2003 0 412,712 1,045,893
James M. Herron.......................... 23,000 3% 26.25 December 28, 2003 0 379,695 962,222
Dwight D. Denny.......................... 25,000 3% 26.25 December 28, 2003 0 412,712 1,045,893
C. Robert Campbell....................... 22,000 3% 26.25 December 28, 2003 0 363,187 920,386
</TABLE>
- ---------------
(1) If the 5% or 10% annual compound stock price appreciation shown in the
table were to occur, the price of the Company's Common Stock would be
$42.76 or $68.09, respectively, on December 28, 2003 and the appreciation
in the market value of the Company's Common Stock would be $1,276,014,749
and $3,233,671,903, respectively. The appreciation during this period
realized by the five named executive officers from these stock options
would be 0.20% of the gain to all Stockholders under these two cases. The
use of the 5% and 10% rates as required by the SEC is not intended by the
Company to forecast possible future appreciation of the price of the
Company's Common Stock.
(2) Stock options and limited SAR grants vest in 50% annual installments
commencing with the first anniversary of the date of grant. Each named
executive officer who received a grant of stock options received a number
of Limited SARs equal to the number of Shares subject to such stock option.
The numbers given reflect an option with a tandem Limited SAR as a single
unit.
(3) Represents fair market value as of date of grant.
(4) Ten (10) years from grant date of December 29, 1993.
21
<PAGE> 27
AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES
The following table provides information, with respect to the named executive
officers, regarding the exercise of options during fiscal year 1993 and
unexercised options held as of the end of fiscal year 1993.
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1993 AND FISCAL YEAR-END 1993 OPTION
VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/LIMITED SARS OPTIONS AT FISCAL YEAR-END
AT FISCAL YEAR-END 1993 1993(1)
SHARES ACQUIRED VALUE -------------------------- --------------------------
NAME ON EXERCISE(2) REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------------- --------------- ---------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
M. Anthony Burns.......... 88,101 $1,250,092 439,721 87,356 $ 1,958,218 $ 150,087
Edwin A. Huston........... 24,400 414,975 198,245 37,858 884,959 69,544
James M. Herron........... 0 n/a 167,951 34,216 1,031,495 61,035
Dwight D. Denny........... 0 n/a 55,042 35,122 449,851 56,408
C. Robert Campbell........ 0 n/a 81,788 33,216 420,383 60,723
</TABLE>
- ---------------
(1) Amounts reflect unrealized gains on outstanding stock options based on a
fair market value of $26.5625 for the Common Stock, as determined by
using the average of the high and low price on December 31, 1993. As no
change in control of the Company has occurred the tandem Limited SARs had
no calculable value at such date.
(2) These shares were acquired prior to the spin off of the Company's aviation
services business and thus do not reflect any antidilution conversion.
PENSION BENEFITS
The Company covers substantially all regular full-time employees who are not
covered by plans administered by labor unions or by plans sponsored by a
subsidiary or division of the Company ("Division Plans") under the Ryder System,
Inc. Retirement Plan ("Retirement Plan"). Benefits payable under the Retirement
Plan are based on an employee's career earnings with the Company and its
subsidiaries. At normal retirement age of 65, a participant is entitled to a
monthly pension benefit payable for life. The annual pension benefit, when paid
in the form of a life annuity with no survivor's benefits, is generally equal to
the sum of 1.45% of the first $15,600 of compensation and bonus received, plus
1.85% of the portion of such compensation and bonus in excess of $15,600 during
each such year while a Retirement Plan member. Accrued benefits under the
Retirement Plan have been improved from time to time.
Retirement Plan benefits vest at the earlier of the completion of five (5) years
of credited service or upon reaching age 65, provided, however, that in the
event of a change of control of the Company, all participants will be fully
vested and the term "accrued benefit" will include the value of early retirement
benefits for any participant age 45 or above or with 10 or more years of
service. These benefits are not subject to any reduction for Social Security
benefits or other offset amounts. An employee's pension benefits may be paid in
certain alternative forms having actuarially equivalent values.
The maximum annual benefit under a qualified pension plan is currently $118,8001
beginning at the Social Security retirement age (currently age 65). The maximum
compensation and bonus that may be taken into account in determining annual
retirement accruals is currently $150,000. The Company maintains a
non-qualified, unfunded benefit plan, called the Benefit Restoration Plan (the
"Restoration Plan"), which covers those participants of the Retirement Plan and
certain Division Plans whose benefits are reduced by the Internal Revenue Code
or other United States or Canadian laws. A participant in the Restoration Plan
is entitled to a benefit equaling the difference between the amount of benefits
the participant is entitled to without reduction and the amount of benefits the
participant is entitled to after the reductions.
- ---------------
(1) This figure will be adjusted from time to time by the Internal Revenue
Service due to increases in the cost of living.
22
<PAGE> 28
The table below sets forth annual pension benefit projections assuming each
named executive officer remains continuously employed by the Company at current
compensation levels until retirement at the normal retirement date.
ESTIMATED ANNUAL BENEFITS AT RETIREMENT(1)
(IN THE FORM OF A SINGLE LIFE ANNUITY)
<TABLE>
<S> <C>
M. Anthony Burns........................................... $672,828
Edwin A. Huston............................................ $305,360
James M. Herron............................................ $198,363
Dwight D. Denny............................................ $191,482
C. Robert Campbell......................................... $222,923
</TABLE>
In addition to the Retirement Plan and the Restoration Plan, the Company
maintains the Split Dollar Life Insurance Plan and Deferred Compensation Plan
for the benefit of each named executive officer and certain other key executives
who elect to participate. The Split Dollar Life Insurance Plan provides
participants with additional life insurance and the Deferred Compensation Plan
acts as a supplemental pension benefit. The participant pays a portion of the
premium and the Company pays that portion of the premium which is equal to the
increase in cash surrender value of the policy during each policy year. In the
event of death prior to normal retirement, the face value of the policy is paid
to the participant's chosen beneficiary and the Company's investment in the
policy is recaptured by a supplemental term policy maintained by the Company. In
the event a participant ceases to be employed by the Company prior to the
participant's normal retirement date, the participant has the right to purchase
the policy from the Company for its cash surrender value. Assuming normal
retirement dates, the named executive officers would have the following
estimated minimum annual benefit shown below:
<TABLE>
<S> <C>
M. Anthony Burns........................................... $14,077
Edwin A. Huston............................................ $ 5,700
James M. Herron............................................ $ 5,064
Dwight D. Denny............................................ $ 5,247
C. Robert Campbell......................................... $ 6,500
</TABLE>
- ---------------
(1)These amounts include benefits under the Retirement Plan and the Restoration
Plan combined.
23
<PAGE> 29
STOCK PERFORMANCE
COMPARISON OF 5 YEAR CUMULATIVE RETURN
AMONG RYDER SYSTEM, INC., S&P 500 INDEX & DOW JONES TRANSPORTATION 20 INDEX(1)
<TABLE>
<CAPTION>
DOW JONES
TRANSPORTA-
MEASUREMENT PERIOD RYDER SYS- S&P 500 IN- TION 20 IN-
(FISCAL YEAR COVERED) TEM, INC. DEX DEX
<S> <C> <C> <C>
1988 100 100 100
1989 80 132 123
1990 61 128 97
1991 85 166 147
1992 119 179 160
1993 133 197 196
</TABLE>
- ---------------
(1) Assumes for comparison that the value of the Company's Common Stock and of
each index was $100 on December 31, 1988, and that all dividends, including
the Company's distribution of Aviall, Inc. common stock, were reinvested. Past
performance is not necessarily an indicator of future results.
COST OF SOLICITATION
The cost of solicitation of proxies, including expenses in connection with the
preparation and mailing of this Proxy Statement, will be borne by the Company.
The Company has retained D. F. King & Co., Inc. to aid in the solicitation of
proxies. For their services, D. F. King & Co., Inc. will receive a fee estimated
at $17,000 plus reimbursement of reasonable out-of-pocket expenses. The Company
does not otherwise expect to pay any compensation for the solicitation of
proxies, but will reimburse brokers and nominees for their reasonable expenses
for sending proxy material to principals and obtaining their proxies. In
addition to solicitation by mail, directors, officers and employees of the
Company may solicit proxies personally or by telephone or other means of
communication.
24
<PAGE> 30
SUBMISSION OF STOCKHOLDER PROPOSALS FOR
THE 1995 ANNUAL MEETING
Pursuant to SEC regulations, in order to be included in the Company's Proxy
Statement for the 1995 Annual Meeting, stockholder proposals must be received at
the principal office of the Company, 3600 N.W. 82nd Avenue, Miami, Florida,
33166, Attention: Secretary, no later than November 20, 1994, as well as meet
all other SEC requirements. In addition, the Company's By-Laws provide that any
stockholder who desires either to bring a stockholder proposal before an annual
meeting or to present a nomination for director at an annual meeting must give
advance notice to the Company regarding the proposal or nominee. The By-Laws
require that written notice be delivered to the Secretary of the Company not
less than 60 days prior to the date of the annual meeting at which the proposal
or nomination is to be presented and contain certain information regarding the
stockholder desiring to present a proposal or make a nomination, as the case may
be. A copy of the By-Laws is available upon request from the Secretary of the
Company.
RYDER SYSTEM, INC.
/s/ H. Judith Chozianin
--------------------------
H. Judith Chozianin
Secretary
March 21, 1994
Miami, Florida
25
<PAGE> 31
RYDER SYSTEM, INC.
ANNUAL MEETING -- MAY 6, 1994
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints M. Anthony Burns, James
P M. Herron and Edwin A. Huston, and each of them, as true and lawful agents
and proxies with full power of substitution in each, to represent the
R undersigned and to vote, as designated below, all the shares of common
stock of RYDER SYSTEM, INC., held of record by the undersigned on March 10,
O 1994, at the Annual Meeting of Stockholders to be held at the Miami Airport
Hilton and Marina, 5101 Blue Lagoon Drive, Miami, Florida, on Friday, May
X 6, 1994, and at any adjournments thereof, on all matters to come before the
meeting.
Y
Elections of Directors. Nominees: COMMENTS: (change of address)
Arthur H. Bernstein, M. Anthony ------------------------------
Burns, Edward T. Foote II, John A.
Georges and Howard C. Kauffmann for a ------------------------------
term of office expiring at the 1997
Annual Meeting: and Lynn M. Martin for ------------------------------
a term of office expiring at the 1996 (If you have written in the
Annual Meeting. above space, please mark the
corresponding box on the
reverse of this card.)
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING
THE APPROPRIATE BOXES, SEE REVERSE SIDE, BUT YOU NEED NOT
MARK ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE WITH THE
BOARD OF DIRECTORS' RECOMMENDATION. HOWEVER, PLEASE SIGN
THE CARD IN ANY EVENT SINCE THE PROXY COMMITTEE CANNOT SEE REVERSE
VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD. SIDE
<PAGE> 32
PLEASE MARK YOUR
x VOTES AS IN THIS
EXAMPLE.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ELECTION
OF DIRECTORS AND FOR PROPOSAL 2 AND AGAINST PROPOSALS 3, 4 AND 5.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
DIRECTORS RECOMMEND A VOTE "FOR" DIRECTORS RECOMMEND A VOTE "AGAINST"
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FOR WITHHELD FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
1. Election of 2. Ratification of 3. Stockholder Proposal
Directors. KPMG Peat Marwick relating to Annual Election
(See reverse) as auditors. of all directors.
For, except vote withheld from the following nominee(s): 4. Stockholder Proposal
relating to the Ryder System,
Inc. Preferred Share
- -------------------------------------------------------- Purchase Rights Plan.
5. Stockholder Proposal
relating to non-deductible
Compensation.
In their discretion said proxies may Change of
vote for a new nominee of mangement, Address/
if any nominee has become unavailable, Comments on
and any other matters properly coming Reverse Side.
before the Meeting, all as set forth
in the Notice of Annual Meeting and
Proxy Statement.
Please sign exactly as name appears hereon. Joint owners
should each sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title
as such.
----------------------------------------------------------
1994
----------------------------------------------------
SIGNATURE(S) DATE
</TABLE>
