<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
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[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
Ryder System, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
RYDER SYSTEM, INC.
3600 N.W. 82nd Avenue
Miami, Florida 33166 (RYDER LOGO)
TO THE SHAREHOLDERS OF RYDER SYSTEM, INC.:
You are cordially invited to attend the Annual Meeting of Shareholders on
Friday, May 5, 2000, at 11:00 A.M., at the Hilton Miami Airport and Towers,
located in Miami, Florida.
The proposals to be acted upon at the Meeting include the election of directors,
the ratification of an amendment to the Ryder System, Inc. 1995 Stock Incentive
Plan and the ratification of the appointment of KPMG as independent auditors for
2000. The Company supports these proposals and recommends a vote in favor of
them. In addition, the Company has received two Shareholder proposals, one
concerning the annual election of all directors and a second proposal entitled
"Maximize Value Resolution." The Board of Directors believes that neither of
these Shareholder proposals is in the best interest of the Company and its
Shareholders and unanimously recommends a vote AGAINST both Shareholder
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 and
Chief Executive Officer
March 24, 2000
<PAGE> 3
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 5, 2000
The Annual Meeting of Shareholders of Ryder System, Inc. will be held at the
Hilton Miami Airport and Towers, 5101 Blue Lagoon Drive, Miami, Florida, on
Friday, May 5, 2000, at 11:00 A.M., for the following purposes:
(1) To elect four directors;
(2) To ratify an amendment to the Ryder System, Inc. 1995 Stock Incentive
Plan;
(3) To ratify the appointment of KPMG LLP as auditors for the Company;
(4) To consider a Shareholder proposal concerning the annual election of
all directors;
(5) To consider a Shareholder proposal entitled "Maximize Value Resolution"
recommending the sale of the Company; and
(6) To transact such other business as may properly come before the Meeting
and any adjournment of the Meeting.
Only Shareholders of record of the Company's Common Stock at the close of
business on March 10, 2000 are entitled to vote in person or by proxy at the
Annual Meeting or any adjournment of the Meeting.
The 1999 Annual Report of the Company has been mailed with this Notice and Proxy
Statement to each Shareholder entitled to vote at the Meeting.
RYDER SYSTEM, INC.
/s/ Vicki A. OMeara
Vicki A. O'Meara
Executive Vice President,
General Counsel and Secretary
March 24, 2000
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.
If because of a disability you will need auxiliary aids or services to attend
the Annual Meeting, please contact the Secretary prior to the Meeting at Ryder
System, Inc., 3600 N.W. 82nd Avenue, Miami, Florida 33166 or at (305) 500-3726.
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RYDER SYSTEM, INC.
3600 N.W. 82nd Avenue
Miami, Florida 33166 (RYDER LOGO)
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TABLE OF CONTENTS PAGE
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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
Amendment to the Ryder System, Inc.
1995 Stock Incentive Plan
(Item No. 2) 11
Selection of Auditors (Item No. 3) 13
Shareholder Proposal (Item No. 4) 14
Shareholder Proposal (Item No. 5) 16
Beneficial Ownership of Shares 18
Compensation Committee Report on
Executive Compensation 20
Compensation of Executive Officers 22
Option Grants 23
Aggregated Option Exercises and Fiscal
Year-End Option Values 24
Pension Benefits 24
Stock Performance 26
Cost of Solicitation 26
Submission of Shareholder Proposals for
the 2001 Annual Meeting 27
Ryder System, Inc. 1995 Stock Incentive
Plan A-1
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<PAGE> 5
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 Shareholders of the Company ("Annual Meeting" or
"Meeting") to be held on Friday, May 5, 2000 and at any adjournment of the
Meeting. This Proxy Statement and the accompanying proxy card are being
distributed on or about March 30, 2000 to holders of the Company's common stock
("Shareholder(s)") entitled to vote at the Meeting.
A Proxy Committee consisting of M. Anthony Burns, Corliss J. Nelson and Vicki A.
O'Meara will vote the shares of common stock, par value $0.50 per share, of the
Company ("Common Stock," "Common Share(s)" or "Share(s)") 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, in favor of amending the Ryder System, Inc. 1995 Stock Incentive Plan
and in favor of the ratification of KPMG LLP as auditors for the Company, but
against the two Shareholder 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 Shareholder's instructions. Any Shareholder 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 Shareholder 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 the 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 Shareholders 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 Shareholder who desires either to bring a
Shareholder 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 Shareholder Proposals for the 2000 Annual Meeting"). The Chairman
of the Meeting may refuse to acknowledge any Shareholder proposal or nomination
for director not made in accordance with the foregoing.
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.
<PAGE> 6
PARTICIPANTS IN THE 401(k) PLAN
If a Shareholder 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, 2000, there were (59,399,025) 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, 2000 are entitled to vote at the Annual Meeting
or any adjournment of the Meeting. Neither broker non-votes nor abstentions are
counted, in whole or in part, as affirmative votes.
2
<PAGE> 7
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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 2000 Annual Meeting
are M. Anthony Burns, Edward T. Foote II, John A. Georges and Gregory T.
Swienton. The term of office of Vernon E. Jordan, Jr., Paul J. Rizzo, Christine
A. Varney and Alva O. Way expires at the 2001 Annual Meeting. Joseph L. Dionne,
David I. Fuente, David T. Kearns and Lynn M. Martin are currently serving a term
that expires at the 2002 Annual Meeting.
On June 14, 1999, Gregory T. Swienton was appointed by the Board of Directors to
serve in the class of directors whose term expires at the 2000 Annual Meeting.
Paul J. Rizzo will retire as a member of the Board of Directors effective May 8,
2000, at which time he will be appointed Director Emeritus by the Board of
Directors.
Accordingly, the Shareholders are asked to elect M. Anthony Burns, Edward T.
Foote II, John A. Georges and Gregory T. Swienton, all of whom have been duly
nominated by the Board of Directors to serve a term of office expiring at the
2003 Annual Meeting.
Unless a proxy card specifies otherwise, the Proxy Committee will vote the
Shares covered by the proxy for the election of M. Anthony Burns, Edward T.
Foote II, John A. Georges and Gregory T. Swienton to the class of directors
whose term expires at the 2003 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.
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3
<PAGE> 8
NOMINEES FOR DIRECTOR
FOR A TERM OF OFFICE EXPIRING AT THE 2003 ANNUAL MEETING
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M. ANTHONY BURNS Mr. Burns, who joined the Company in 1974, was elected a
Chairman and Chief Executive director, President and Chief Operating Officer of the
PHOTO Officer, Ryder System, Inc. Company in December 1979. 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. On June 14, 1999, Mr. Burns relinquished his office
as President of the Company, but remains its Chief
Executive Officer and Chairman. He serves on the Board of
Directors of The Chase Manhattan Corporation, The Chase
Manhattan Bank, N.A., J.C. Penney Company, Inc. and Pfizer
Inc. He is a member of The Business Council, Co-Chairman of
The Business Roundtable, and a member of the Business
Roundtable's Policy Committee. He serves on the Board of
Director since 1979 the Boy Scouts of America. He also serves on the Board of
Age 57 Trustees of the University of Miami.
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EDWARD T. FOOTE II Mr. Foote has been President of the University of Miami
President, University of Miami since 1981. Prior to joining the University of Miami, he
PHOTO Member-- Compensation Committee was Special Advisor to the Chancellor and Board of
Member-- Committee on Directors Trustees, Washington University, from 1980 to 1981. From
and Public Responsibility 1973 to 1980, 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 Board of
Trustees of Washington University. Prior to that he was an
Director since 1987 associate with the law firm of Bryan, Cave, McPheeters and
Age 62 McRoberts.
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JOHN A. GEORGES Mr. Georges was Chairman of the Board and Chief Executive
Retired Chairman and Chief Officer of International Paper from 1984 until April 1996
PHOTO Executive Officer, International when he retired. Mr. Georges served as Senior Managing
Paper Company Director of Windward Capital Partners, L.P. from 1996 to
1998. He is a director of Warner-Lambert Company and AK
Chairman-- Audit Committee Steel Holding Corporation. Mr. Georges is a member of The
Member-- Finance Committee Business Council and The Trilateral Commission, a board
member of the University of Illinois Foundation and a
trustee of the Public Policy Institute of the Business
Council of New York State. He was formerly a director of
The New York Stock Exchange from 1987 to 1993 and a
Director since 1993 director of The Federal Reserve Bank of New York from 1986
Age 69 to 1992.
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GREGORY T. SWIENTON Mr. Swienton is President and Chief Operating Officer of
President and Chief Operating Ryder System, Inc. Mr. Swienton joined Ryder in his current
PHOTO Officer, Ryder System, Inc. position in June of 1999. Before joining Ryder, Mr.
Swienton was Senior Vice President -- Growth Initiatives of
Burlington Northern Santa Fe Corporation ("BNSF"), and
before that was BNSF's Senior Vice President -- Coal and
Agricultural Commodities Business Unit. He joined the
former Burlington Northern Railroad in June 1994 as
Executive Vice President -- Intermodal Business Unit. Prior
to joining Burlington Northern, Mr. Swienton was Executive
Director -- Europe and Africa of DHL Worldwide Express in
Brussels, Belgium from 1991 to 1994, and prior to that he
was DHL's Managing Director -- Western and Eastern Europe
from 1988 to 1990, also located in Brussels. For the five
years prior to these assignments, Mr. Swienton was Vice
President and General Manager of DHL Airways, Inc. From
1972 to 1982, Mr. Swienton held various national account,
sales and marketing positions with AT&T and with Illinois
Director since 1999 Bell Telephone Company. Mr. Swienton serves on the Board of
Age 50 Directors of Harris Corporation.
</TABLE>
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<PAGE> 10
DIRECTORS CONTINUING IN OFFICE
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JOSEPH L. DIONNE Mr. Dionne was Chairman of the Board of The McGraw- Hill
Retired Chairman and CEO Companies from 1983 to 1999. He joined McGraw- Hill Book
PHOTO The McGraw-Hill Companies Company in 1967 as Vice President for Research and
Development at Educational Developmental Laboratories. A
Chairman-- Committee on Directors year later, he was appointed General Manager of California
and Public Responsibility Test Bureau and became a Vice President of McGraw-Hill Book
Member-- Audit Committee Company in 1970. He held various positions in the company
including Executive Vice President of Operations. In 1981,
he became President and Chief Operating Officer of Mc-
Graw-Hill and held that position until 1983 when he became
Chairman and Chief Executive Officer. He relinquished the
title of Chief Executive Officer in April 1998. Prior to
joining McGraw-Hill, Mr. Dionne's experience included
teaching, educational administration and consulting work on
a number of experimental education projects. He serves on
the Board of Directors of AXA Financial, Inc., The
Equitable Life Assurance Society of the United States and
Director since 1995 Harris Corporation, and is a trustee of Hofstra University
Age 66 and Teachers College, Columbia University.
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DAVID I. FUENTE Mr. Fuente has served as Chairman and Chief Executive
Chairman and Chief Executive Officer of Office Depot since 1987, one year after the
PHOTO Officer, Office Depot, Inc. company was founded. Before joining Office Depot, Mr.
Fuente served for eight years at Sherwin-Williams as
Member-- Committee on Directors President of the Paint Stores Group. Before joining
Director since 1998 and Public Responsibility Sherwin-Williams, he was Director of Marketing at Gould,
Age 54 Member-- Compensation Committee Inc.
</TABLE>
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<PAGE> 11
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VERNON E. JORDAN, JR. Mr. Jordan is the Senior Managing Director of Lazard
Senior Managing Director, Lazard Freres, which he joined in January of 2000. Prior to
PHOTO Freres; Of Counsel, Akin, Gump, joining Lazard, he was a Senior Partner at Akin, Gump,
Strauss, Hauer & Feld LLP Strauss, Hauer & Feld LLP and is presently Of Counsel to
the firm. He was President and Chief Executive Officer of
Member-- Audit Committee the National Urban League from 1972 to 1981. From 1970 to
Member-- Committee on Directors 1972, he was Executive Director of the United Negro College
and Public Responsibility Fund. He is currently serving on the Board of Directors of
American Express Company, Callaway Golf Company, AMFM,
Inc., Dow Jones & Company, Inc., J.C. Penney Company, Inc.,
Revlon Group, Sara Lee Corporation, Union Carbide Corpora-
Director since 1989 tion and Xerox Corporation. He is a trustee of Howard
Age 64 University.
</TABLE>
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DAVID T. KEARNS Mr. Kearns was Chairman of the New American Schools from
Chairman Emeritus, New American 1993 to 1998 and was Deputy Secretary of the United States
PHOTO Schools and Retired Chairman and Department of Education from 1991 through 1993. From 1982
Chief Executive Officer, Xerox through 1990, Mr. Kearns was Chairman and Chief Executive
Corporation Officer of Xerox Corporation, which he joined in 1971 as a
Vice President. Prior to joining Xerox, he was a Vice
Member-- Audit Committee President in the Data Processing Division of International
Member-- Finance Committee Business Machines Corporation. Mr. Kearns is a member of
Director The Business Council, the Council on Foreign Relations and
1988-1991 and since 1993 the American Philosophical Society. Mr. Kearns is a trustee
Age 69 of the University of Rochester and The Ford Foundation.
</TABLE>
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LYNN M. MARTIN Since serving as Secretary of Labor under President George
Former U.S. Secretary of Labor; Bush from 1991 to 1993, Ms. Martin has served as
PHOTO Chairperson, Deloitte & Touche Chairperson of Deloitte & Touche LLP's Council for the
LLP's Council for the Advancement Advancement of Women and as an advisor to that firm. She is
of Women; advisor to Deloitte & a regular commentator, panelist, columnist and speaker on
Touche LLP; and Professor, J. L. radio and television programs, in national publications and
Kellogg Graduate School of before various business and academic groups, with respect
Management at Northwestern to the changing global economic and political environment.
University Prior to serving as Secretary of Labor, Ms. Martin
represented the 16th District of Illinois in the U.S. House
Member-- Compensation Committee of Representatives from 1981 to 1991. She also serves as a
Member-- Finance Committee director of The Procter & Gamble Company, SBC
Communications, Inc., Harcourt General, Inc., The Dreyfus
Director since 1993 Funds, TRW Inc. and Chicago's Lincoln Park Zoo. She is a
Age 60 member of the Council on Foreign Relations.
</TABLE>
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CHRISTINE A. VARNEY Ms. Varney is a Partner in the law firm of Hogan & Hartson
Partner, Hogan & Hartson LLP LLP, which she rejoined in 1997 after five years in
PHOTO government service. She leads the Internet law practice
Member-- Audit Committee group for the firm. Ms. Varney served as a Federal Trade
Member-- Committee on Directors Commissioner from 1994 to 1997 and as a Senior White House
and Public Responsibility Advisor to the President from 1993 to 1994. She also served
as Chief Counsel to the President's Campaign in 1992 and as
General Counsel to the Democratic National Committee from
1989 to 1992. Prior to her government service, Ms. Varney
Director since 1998 practiced law with the firms of Pierson, Semmes & Finley
Age 44 (1986 to 1988) and Surrey & Morse (1984 to 1986).
</TABLE>
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ALVA O. WAY Mr. Way was elected Chairman of the Board of IBJ Schroder
Chairman, IBJ Whitehall Bank & Bank & Trust Company (now known as IBJ Whitehall Bank &
PHOTO Trust Company Trust Company) in 1986. He serves as a consultant to and
director of Schroder PLC, London, and related companies. In
Chairman-- Compensation 1951, Mr. Way joined General Electric Company where he
Committee served in various executive positions including Chief
Member-- Finance Committee Financial Officer. In 1979, he was elected Vice Chairman of
American Express Company, and in 1981 he was named
President of American Express Company and Chairman and
Chief Executive Officer 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, The McGraw-Hill Companies and Gould, Inc. He is a
Director since 1985 member of the Brown University Board of Fellows and
Age 71 Chancellor Emeritus.
</TABLE>
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<PAGE> 13
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
The Board of Directors currently consists of 12 members. During 1999, 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, other than Mr. Burns and Mr. Swienton, are independent directors (as
that term is defined in the Company's By-Laws). 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 John A. Georges, Chairman, Joseph L. Dionne,
Vernon E. Jordan, Jr., David T. Kearns and Christine A. Varney. The Audit
Committee met five times in 1999. 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 Alva O. Way, Chairman, Edward T. Foote
II, David I. Fuente, Lynn M. Martin and Paul J. Rizzo. The Compensation
Committee met seven times in 1999. The Committee reviews and approves
compensation for senior management other than the chief executive officer and
the chief operating officer, reviews and recommends to the Board compensation
for the chief executive officer and chief operating officer, recommends to the
Board the adoption and implementation of new 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 is set forth on pages 20
through 21 of this Proxy Statement.
The Finance Committee consists of Paul J. Rizzo, Chairman, John A. Georges,
David T. Kearns, Lynn M. Martin and Alva O. Way. The Finance Committee met eight
times in 1999. 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 Joseph L.
Dionne, Chairman, Edward T. Foote II, David I. Fuente, Vernon E. Jordan, Jr. and
Christine A. Varney. The Committee met four times in 1999. 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 Shareholders in writing and
submitted 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.
The directors spend a considerable amount of time preparing for the Board and
Committee meetings and, in addition, are called upon for their counsel between
meetings. Each of the incumbent directors attended more than 80 percent of the
aggregate number of meetings of the Board of Directors and the Committees on
which he or she served in 1999.
COMPENSATION OF DIRECTORS
Each director of the Company, other than Mr. Burns and Mr. Swienton, is entitled
to an annual retainer of $21,500 for Board membership and $3,500 for each
membership on a major Board Committee. The chairperson of each such Committee is
also entitled to an additional retainer of $4,500 per year. The meeting fee
payable to 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, together with reimbursement for travel
expenses. Neither Mr. Burns nor Mr. Swienton receive any
9
<PAGE> 14
additional compensation by reason of their membership on the Board or attendance
at meetings of any of its Committees.
Under the Company's Directors Stock Plan, any eligible director may elect to
receive a combination of Common Shares determined by a formula (the "Formula")
and $11,500 in cash 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 that 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. None of the Shares may be sold or
transferred prior to six months after the date when service as a director
ceases. A majority of the eligible directors have elected to participate in the
Directors Stock Plan.
Pursuant to the Company's Board of Directors Stock Award Plan, in 1999 all
non-employee directors were awarded a stock option grant of 2,500 Shares at an
option price based on the fair market value of a Share on the date of grant,
vesting in three equal annual installments. In addition, pursuant to the Plan,
in 1999 all non-employee directors were awarded a grant of 300 restricted stock
units. The restricted stock units vest when service as a director ceases. The
stock options and restricted stock units are awarded in addition to the
directors' annual cash retainers and meeting attendance fees.
The Company also provides all non-employee directors with $100,000 of accidental
death and dismemberment coverage under the Company's travel accident insurance
policy, optional coverage under the Company's medical plan and $100,000 of
coverage under the Company's group term life insurance policy, resulting in
additional average compensation of approximately $3,000 to each such director.
The Company has 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 two charitable organizations and it is the Company's
intention to contribute the sum of $500,000, in 10 annual installments, to the
designated organizations in the director's name upon the director's death. The
program may 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. A
majority of the current directors and five 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, at the
direction of the electing director, are credited with earnings based upon
several investment options, including Common Stock, a money market fund and
several equity mutual funds. At the discretion of the director, the funds may be
deferred until the earliest 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
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. Mr. Jordan was a senior
partner in the law firm of Akin, Gump, Strauss, Hauer & Feld, LLP, which
performed professional services on behalf of the Company in 1999. 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> 15
AMENDMENT TO THE RYDER SYSTEM, INC.
1995 STOCK INCENTIVE PLAN
(ITEM NO. 2)
The Ryder System, Inc. 1995 Stock Incentive Plan (the "1995 Plan") was adopted
by the Company's Shareholders at the 1995 Annual Meeting. The 1995 Plan is
designed to provide incentive compensation to key management employees of the
Company and to provide them with an ownership interest in the Company's Common
Stock. Non-employee directors are not eligible to participate in the 1995 Plan.
The Board of Directors believes that the 1995 Plan has enhanced the Company's
position in the highly competitive market for key executives, and has determined
to continue to grant options and other awards under the 1995 Plan as a means of
enhancing and encouraging the recruitment, retention and motivation of those
individuals who contribute so much to the continued success of the Company. At
present, approximately 300 key employees are eligible to participate in the 1995
Plan.
On December 16, 1999, the Board of Directors approved, subject to Shareholder
ratification, an increase of 2,500,000 Shares in the number of Common Shares
currently available for grant under the 1995 Plan. As of December 31, 1999,
options to purchase 3,850,834 Shares were outstanding under the 1995 Plan and
1,575,722 Shares remained available for future grants. On March 10, 2000, the
closing price of a Common Share on the New York Stock Exchange Composite Index
was $18.81.
The 1995 Plan is administered by the Compensation Committee of the Board of
Directors (the "Committee"). Five types of awards may be granted to participants
under the 1995 Plan: (1) stock options, (2) Stock Appreciation Rights ("SARs"),
(3) Limited Stock Appreciation Rights ("Limited SARs"), (4) Performance Units
and (5) Restricted Stock Rights ("Rights").
The term of stock options granted under the 1995 Plan may not exceed 10 years
and the exercise price may not be less than 100 percent of the fair market value
of the Shares on the date of grant.
Generally, stock options granted under the 1995 Plan have been exercisable in
three equal annual installments commencing with the first anniversary of the
date of grant. A participant exercising a stock option must pay the exercise
price in full in cash or, at the discretion of the Committee, in previously
acquired Common Shares or in a combination of cash and Common Shares.
Unless otherwise determined by the Committee, in the event of a change in
control of the Company, each unexercised and unexpired stock option becomes
immediately exercisable in full, and remains exercisable in full for the
remainder of its term, unless the participant is terminated for cause.
If any change occurs in the Common Shares subject to the 1995 Plan or any award
granted under the 1995 Plan as a result of merger, consolidation,
reorganization, recapitalization, stock dividend, stock split or other change in
the corporate structure, adjustments may be made by the Committee, as it may
deem appropriate and equitable, in the aggregate number and kind of Shares
subject to the 1995 Plan or to any outstanding award, and in the terms and
provisions of the 1995 Plan and any awards granted thereunder.
Under current Federal income tax laws, stock options granted under the 1995 Plan
will generally have the following consequences. The holder of a non-qualified
stock option under the 1995 Plan recognizes no income for Federal income tax
purposes upon the grant of such non-qualified stock option, and the Company,
therefore, receives no deduction at such time. At the time of exercise, however,
the holder generally will recognize income, taxable as ordinary income, to the
extent that the fair market value of the Shares received on the exercise date
exceeds the non-qualified stock option price. The Company will be entitled to a
corresponding deduction for Federal income tax purposes in the year in which the
non-qualified stock option is exercised. If the Shares are held for at least one
year and one day after exercise, long-term capital gain will be realized upon
disposition of such Shares to the extent the amount realized on such disposition
exceeds their fair market value as of the exercise date.(1)
- ---------------
1 Long-term capital gains are subject to various tax rates depending on the
length of time the stock is held.
11
<PAGE> 16
The following table shows information with respect to the granting of stock
options and related Limited SARs under the 1995 Plan during calendar year 1999.
A table showing information, with respect to the named executive officers,
regarding the exercise of options during 1999 and unexercised options held as of
the end of fiscal year 1999 is set forth at page 24 of this Proxy Statement.
Stock options granted are reported in terms of the number of Common Shares
subject to the grant. Because additional grants under the 1995 Plan would
require future action by the Committee or the Board of Directors, it is
impossible to state the benefits any named executive officer or other individual
may receive if this amendment to the 1995 Plan is approved by the Shareholders
at this time.
1995 STOCK INCENTIVE PLAN
<TABLE>
<CAPTION>
NAME DOLLAR VALUE ($) NUMBER OF UNITS
- ---- ---------------- ----------------
<S> <C> <C>
M. Anthony Burns.......................... exercise price of $27.0313 per share 175,000 shares
James B. Griffin.......................... exercise price of $27.0313 per share 145,000 shares
Edwin A. Huston........................... exercise price of $27.0313 per share 37,000 shares
Corliss J. Nelson......................... exercise price of $26.1563 per share 100,000 shares
Gregory T. Swienton....................... exercise price of $25.9688 per share 250,000 shares
All Current Executive Officers as a
Group.............................. average exercise price of $26.63822 per share 1,023,560 shares
All Non-Employee Directors as a Group..... not applicable 0 shares
All Employees, including Non-Executive
Officers, as a Group.................... average exercise price of $26.75503 per share 1,940,940 shares
</TABLE>
The affirmative vote of a majority of the Shares entitled to vote at the Meeting
is necessary for the ratification of this amendment to the 1995 Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS AMENDMENT TO THE RYDER SYSTEM,
INC. 1995 STOCK INCENTIVE PLAN.
12
<PAGE> 17
SELECTION OF AUDITORS
(ITEM NO. 3)
Upon the recommendation of the Audit Committee of the Board of Directors, the
Board has selected KPMG LLP, independent certified public accountants, to audit
the accounts of the Company and its subsidiaries for the fiscal year ending
December 31, 2000.
The firm of KPMG LLP 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
LLP will be present at the 2000 Annual Meeting with the opportunity to make a
statement and to respond to appropriate questions raised at the Meeting.
KPMG LLP performed audit services in connection with the examination of the
financial statements of the Company and its subsidiaries for the year ended
December 31, 1999. They performed other audit services pertaining to
examinations of the separate financial statements of the Company's retirement
and benefit plans. In addition, they rendered various tax and consulting
services, as well as other services related to the review or audit of financial
statements and related information contained in various registration statements
and filings with the SEC and related to the Company's sale of Ryder Public
Transportation Services.
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 LLP.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE SELECTION OF
KPMG LLP AS AUDITORS.
13
<PAGE> 18
SHAREHOLDER PROPOSAL
(ITEM NO. 4)
The Company has been informed that John J. Gilbert of 29 East 64th Street, New
York, New York 10021 and Martin Glotzer of 7601 North Kedzie Avenue, Chicago,
Illinois 60645 intend to offer a proposal at the Annual Meeting requesting that
the Board of Directors take the steps necessary so that, once the current terms
of sitting directors have expired, future elections of all directors will be
annual, rather than by class. This proposal is substantially similar to the
proposal that these proponents submitted at the 1999 Annual Meeting. Mr. Glotzer
states that he owns 70 Shares and Mr. Gilbert states that he owns 105 Shares.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE AGAINST THIS PROPOSAL.
The Company understands that the proponents intend to introduce the following
proposal at the Annual Meeting:
"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 also be on an annual basis."
The proponents have furnished the following statement in support of their
proposal:
"Continued very strong support along the lines we suggest were shown at the
1999 annual meeting when 1,729 proxies representing (27,649,125) shares,
were cast in favor of this proposal. The vote against included 936 unmarked
proxies.
ARCO to its credit, voluntarily ended theirs stating that when a very high
percentage (34.6%) desired it to be changed to an annual election it was
reason enough for them to change it. Several other companies have also
followed suit such as: Pacific Enterprises, Katy Industries, Hanover Direct
and others. A few years ago my resolution on the subject was withdrawn when
the Westinghouse directors agreed to end theirs. At the recent
Lockheed-Martin merger the stagger system was ended and also at a special
merger meeting of First Commerce Corporation in 1995. Further, Allegheny
Power System tried to put in a stagger system, as well as take away
cumulative voting, and the stockholders defeated it, showing stockholders
are interested in their rights.
Because of the normal need to find new directors and because of
environmental problems and the avalanche of derivative losses and many
groups desiring to have directors who are qualified on the subjects, we
think that ending the stagger system of electing directors is the answer.
In addition, some recommendations have been made to carryout the CERES 10
points. The 11th, in our opinion, should be to end the stagger system of
electing directors and to have cumulative voting.
Equitable Life Insurance Company, which is now called Equitable Companies,
converted from a policy owned company to a public stockholder meeting.
Thanks to AXA, the comptrolling (sic) French insurance company not wanting
it they now do not have a staggered board.
Orange and Rockland Utility Company had a terrible time with the stagger
system and its 80% clause to recall a director. The chairman was involved
in a scandal effecting the company. Not having enough votes the meeting to
get rid of the chairman had to be adjourned. Finally, at the adjourned
meeting enough votes were counted to recall him.
If you agree, please mark your proxy for this resolution; otherwise, it
will automatically be 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's Response: THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
AGAINST THIS PROPOSAL.
The Board Committee on Directors and Public Responsibility reviewed the
Company's classified board structure in 1999 and concluded that no change in the
current structure is necessary or advisable at this time. The Board firmly
believes that a classified Board is in the best interest of the Company and its
Shareholders because this structure
14
<PAGE> 19
promotes stability and encourages a long-term focus in the management of the
business affairs of the Company. The Company's current system of electing
one-third of the directors at each annual meeting ensures that at least a
majority of the directors will at all times have in depth knowledge of the
Company's business affairs and objectives which enables the Board to effectively
conduct long-term strategic planning. In addition, a classified board helps the
Company attract and retain highly qualified individuals to serve as Directors
who are willing to commit the time, effort and resources necessary to understand
the Company's business objectives, operations and competitive environments. In
light of the Company's present reorganization plan, stability and long-term
focus are compelling reasons to retain the classified Board. Indeed, maintaining
the integrity of the Board's composition will ensure the steady supervision of
senior management as they implement the reorganization plan, and will ensure
that at least a majority of the Board will at all times be intimately familiar
with the reorganization plan and its long-term business objectives.
A classified Board is probably the most practical safeguard to protect
Shareholder interests from inadequate tender offers or unsolicited attempts to
seize control of the Company. The Company's classified Board encourages people
seeking control of the Company to enter into arms length negotiations with the
Board, and provides the Board with the opportunity and time necessary to
properly evaluate any proposal, study all reasonable alternatives and seek the
best results to increase Shareholder value and protect Shareholder interests.
Unlike companies that have had a classified board since their incorporation,
Ryder Shareholders adopted the present classified board structure at the 1984
Annual Meeting (before 1984, the directors were elected annually). At the 1984
Annual Meeting, the Shareholders approved an amendment to the Company's 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 Shareholders 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 Shareholder 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.
Under the terms of the amendment to the Company's Restated Articles of
Incorporation approved by the Shareholders in 1984, an affirmative vote of 75
percent 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
Shareholders in order to amend the provisions governing the staggered election
of directors. The resolution offered by the proponents would not amend the
Restated Articles of Incorporation. The proposal merely requests that the Board
take the steps necessary to elect all directors on an annual basis in the
future. The Board will only propose such a resolution to the Shareholders if it
finds compelling reasons to change the classified election system.
The proponents have not advanced any reason to change the current classified
structure that outweighs the important values of the present structure. A
classified board is common practice in today's corporate environment. This
concept has been endorsed and adopted by shareholders of many major companies.
Moreover, classified boards are specifically authorized by the laws of most
states, including the State of Florida, as well as the New York Stock Exchange.
ACCORDINGLY, THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE AGAINST THIS
PROPOSAL.
15
<PAGE> 20
SHAREHOLDER PROPOSAL
(ITEM NO. 5)
William Steiner of 4 Radcliff Drive, Great Neck, New York 11024 has submitted an
advisory proposal entitled a "Maximize Value Resolution" requesting that the
Board of Directors consider taking the steps necessary to arrange for the
auction sale of the Company. Mr. Steiner states that he owns 900 shares.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE AGAINST THIS PROPOSAL.
Mr. Steiner's Maximize Value Resolution reads as follows:
"RESOLVED: That the [S]hareholders of Ryder System, Inc. Corporation [sic] urge
the Ryder System, Inc. Board of Directors to arrange for the prompt sale of
Ryder System, Inc. to the highest bidder."
The proponent has furnished the following statement in support of his proposal:
"The purpose of the Maximize Value Resolution is to give all Ryder System,
Inc. [S]hareholders the opportunity to send a message to the Ryder System,
Inc. Board that they support the prompt sale of Ryder System, Inc. to the
highest bidder. A strong and or majority vote by the [S]hareholders would
indicate to the [B]oard the displeasure felt by the [S]hareholders of the
shareholder returns over many years and the drastic action that should be
taken. Even if it is approved by the majority of the Ryder System, Inc.
shares represented and entitled to vote at the annual meeting, the Maximize
Value Resolution will not be binding on the Ryder System, Inc. Board. The
proponent however believes that if this resolution receives substantial
support from the [S]hareholders, the [B]oard may choose to carry out the
request set forth in the resolution.
The prompt auction of Ryder System, Inc. should be accomplished by any
appropriate process the [B]oard chooses to adopt including a sale to the
highest bidder whether in cash, stock, or a combination of both. It is
expected that the [B]oard will uphold its fiduciary duties to the utmost
during the process.
The proponent further believes that if the resolution is adopted, the
management and the board will interpret such adoption as a message from the
[C]ompany's stockholders that it is no longer acceptable for the [B]oard to
continue with its current management plan and strategies. I URGE YOUR
SUPPORT, VOTE FOR THIS RESOLUTION."
The affirmative vote of a majority of the Shares entitled to vote at the Meeting
is necessary for adoption of the proposal.
The Board's Response: THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
AGAINST THIS PROPOSAL.
The Board of Directors firmly believes that the implementation of the proposal
described above would not be in the best interests of Shareholders and, contrary
to the title of the proposal, would not "maximize value" to the Shareholders.
The Board fully recognizes its fiduciary responsibilities to its Shareholders
and believes that this resolution would compromise its ability to fulfill such
duties.
The proposal is based on the premise that the Company should be promptly sold
because, in the view of the proponent, the maximum potential Shareholder value
would be realized through an auction sale, as compared to other alternatives
including growing the Company and other sorts of corporate transactions. While
it is possible (though not certain) that an auction of the Company might result
in a sale at a premium over current market prices, this fact alone, even if
true, does not mean that an immediate auction sale of the Company would be in
the Shareholders' best interests. A decision as to whether or when to sell the
Company involves a complex analysis of the financial strengths of a wide range
of options. This analysis includes consideration of the financial results of a
potential sale, as well as consideration of the long-term value that the Company
may achieve through growth of its business. The Board regularly conducts such an
analysis and believes the greatest value to the Shareholders will result from
the Company continuing with the reorganization plan announced at the end of
1999. The Board has confidence in the senior management team and believes they
are taking the appropriate steps to assure long-term and stable growth in the
stock price.
The Florida Business Corporation Act places the responsibility for making
decisions as to whether, when and how to sell the Company with the Board,
subject to the ultimate control of the Shareholders, through their power to
elect the members of the Board. The Board is empowered with such duty because
such decisions require detailed knowledge
16
<PAGE> 21
of the Company's business plans, prospects and the markets in which it operates,
and requires a significant amount of time to study and consider the myriad of
other relevant factors involved in the decision-making process. Florida law also
places upon the Board the fiduciary duty to make such decisions only in the
manner that it believes in good faith, after a proper investigation, to be in
the best interests of the Company and its Shareholders. The Board has and
continues to conduct such investigations and makes decisions it considers to be
in the best interest of the Shareholders.
The Board believes that the Company has significant long-term value. The Board
does not believe that an auction sale of the Company is the manner in which to
achieve that value for the Shareholders.
ACCORDINGLY, THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE AGAINST THIS
PROPOSAL.
17
<PAGE> 22
BENEFICIAL OWNERSHIP OF SHARES
As of January 15, 2000, 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>
M. Anthony Burns(4,5)....................................... 963,209 1.622%
Joseph L. Dionne(6,7)....................................... 13,449 *
Edward T. Foote II(6,7)..................................... 11,445 *
David I. Fuente(6,7)........................................ 2,680 *
John A. Georges(6,7)........................................ 16,832 *
James B. Griffin(4,5)....................................... 198,771 *
Edwin A. Huston(4,5)........................................ 260,057 *
Vernon E. Jordan, Jr.(6,7).................................. 11,631 *
David T. Kearns(6,7)........................................ 13,321 *
Lynn M. Martin(6,7)......................................... 6,196 *
C.J. Nelson................................................. 0 *
Paul J. Rizzo(6,7).......................................... 14,794 *
Gregory T. Swienton(3)...................................... 42,500 *
Christine A. Varney(6,7).................................... 2,622 *
Alva O. Way(6,7)............................................ 14,249 *
Directors, Nominees and Executive Officers as a Group
(20 Persons) (3,4,5,6,7).................................. 2,019,816 3.400%
</TABLE>
- ---------------
* Represents less than 1% of the Company's outstanding common stock.
(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 Securities Exchange Act
of 1934, as amended (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. Swienton, 12,500 shares; all directors, nominees and executive
officers as a group 20,258 Shares.
(4) Includes Shares held in the accounts of executive officers pursuant to the
401(k)Plan and the Deferred Compensation Plan as follows: Mr. Burns 25,971
Shares; Mr. Griffin 18,404 Shares; Mr. Huston 5,165 Shares; all directors
and executive officers as a group 100,107 Shares.
(5) Includes Shares the direct ownership of which may be acquired within 60 days
of January 15, 2000, through the exercise of stock options, as follows: Mr.
Burns 795,620 Shares; Mr. Griffin 180,300 Shares; Mr. Huston 225,260 Shares;
all directors and executive officers as a group 1,597,343 Shares.
(6) Includes the following number of Shares held in the account of each of the
following directors pursuant to the Directors Stock Plan, the Directors
Stock Award Plan and the Directors Deferred Compensation Plan: Mr. Dionne
6,841 Shares; Mr. Foote 9,317 Shares; Mr. Fuente 1,718 Shares; Mr. Georges
7,817 Shares; Mr. Jordan 10,003 Shares; Mr. Kearns 10,893 Shares; Ms. Martin
4,697 Shares; Mr. Rizzo 8,688 Shares; Ms. Varney 1,861 Shares; and Mr. Way
11,121 Shares.
(7) Includes Shares the direct ownership of which may be acquired within 60 days
of January 15, 2000, through the exercise of stock options, as follows: Mr.
Dionne 1,628 Shares; Mr. Foote 1,628 Shares; Mr. Fuente 962 Shares; Mr.
Georges 999 Shares; Mr. Jordan 1,628 Shares; Mr. Kearns 1,628 Shares; Ms.
Martin 999 Shares; Mr. Rizzo 999 Shares; Ms. Varney 399 Shares; and Mr. Way
1,628 Shares.
18
<PAGE> 23
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 percent of the
Company's outstanding Common Stock.
<TABLE>
<CAPTION>
NUMBER OF SHARES
BENEFICIALLY
NAME AND ADDRESS OWNED PERCENT OF CLASS
- ---------------- ---------------- ----------------
<S> <C> <C>
Morgan Stanley Dean Witter & Co., Inc. ..................... 5,424,968(1) 8.44%
Two World Trade Center
New York, NY 10048
FMR Corp.................................................... 5,401,145(2) 8.41%
82 Devonshire Street
Boston, MA 02109-3614
Sanford C. Bernstein & Co., Inc............................. 5,069,294(3) 7.9%
One State Street Plaza
New York, NY 10004-1545
Leon G. Cooperman........................................... 3,431,800(4) 5.3%
Individually and as Managing Director
of Omega Associates
One Post Office Square
Boston, MA 02109
</TABLE>
- ---------------
(1) Of the total Shares shown, the nature of beneficial ownership is as follows:
sole voting power 0; shared voting power 5,368,018; sole dispositive power
0; and shared dispositive power is 5,424,968. The foregoing ownership
information is based upon information furnished to the Company on behalf of
Morgan Stanley Dean Witter & Co. as of February 4, 2000.
(2) Of the total Shares shown, the nature of beneficial ownership is as follows:
sole voting power 478,495; shared voting power 0; sole dispositive power
5,401,145; and shared dispositive power 0. The foregoing ownership
information is based upon information furnished to the Company on behalf of
FMR Corp as of February 14, 2000.
(3) Of the total Shares shown, the nature of beneficial ownership is as follows:
sole voting power 3,069,149; shared voting power 389,133; sole dispositive
power 5,069,294; and shared dispositive power 0. The foregoing ownership
information is based upon information furnished to the Company on behalf of
Sanford C. Bernstein & Co. as of February 8, 2000.
(4) Of the total Shares shown, the nature of beneficial ownership is as follows:
sole voting power 2,312,400; shared voting power 1,119,400; sole dispositive
power 2,312,400; and shared dispositive power 1,119,400. The foregoing
ownership information is based upon information furnished to the Company on
behalf of Leon G. Cooperman as of February 11, 2000.
Compliance with Section 16(a) of the Exchange Act requires the Company's
directors, executive officers and persons owning more than 10 percent 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 percent Shareholders 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 copies of the reports
furnished to the Company and written representations that no other reports were
required during the fiscal year ended December 31, 1999, with the exception of
an inadvertent late filing of Mr. Corliss J. Nelson's Form 3 when he first
joined the Company, the Company's directors and executive officers complied with
all applicable Section 16(a) filing requirements.
19
<PAGE> 24
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Company's Board of Directors (the "Committee")
is composed of five independent, non-employee directors of the Company. No such
director is an officer of the Company or any of its subsidiaries. No executive
officer of the Company serves on the compensation committee of another entity
whose executive officer serves on the Compensation Committee of the Company or
whose executive officer serves as a director of the Company. In addition, no
executive officer of the Company serves as a director of another entity who has
an executive officer serving on the Compensation Committee of the Company. The
Committee administers the Company's executive policies and programs and
regularly reports to the Board of Directors, including decisions regarding Mr.
Burns' and Mr. Swienton's compensation.
The Company's goal is to attract, retain, motivate and reward executive
management through competitive compensation policies, while aligning executive
interests with Shareholder interests.
EVALUATION OF EXECUTIVE PERFORMANCE
It is the Committee's belief that variable, at-risk compensation, both annual
and long-term, should comprise a significant portion of executive compensation,
to be earned only if specific financial goals are met. As a result, in 1999, a
substantial portion of the targeted compensation of Mr. Burns and the other
named executive officers was at risk.
In addition to reviewing the internal effectiveness of the Company's executive
compensation programs, the Committee continuously evaluates whether the programs
remain externally competitive. The Committee evaluates each element of the
program in light of the compensation practices and financial performance of a
comparative group of similar companies with which the Company must compete in
hiring and retaining executives. The Committee believes that these companies are
the most appropriate comparison group for purposes of compensation decisions. As
a result, the companies surveyed by the Committee for executive compensation
data are not the same as the peer group index used in the five-year stock
performance graph included in this Proxy Statement. In addition to evaluating
compensation of similar companies, the Company also uses general survey
information when reviewing its compensation practices.
Survey data is analyzed by management and Frederic W. Cook & Co. and Watson
Wyatt Worldwide independent compensation consultants retained by the Company.
Results are referenced by the Committee to aid in setting total compensation for
the Company's executive officers within the median range for this compensation
peer group.
STOCK OWNERSHIP GUIDELINES
To further underscore the importance of linking executive and Shareholder
interests, in 1993 the Company established formal stock ownership guidelines for
all executive officers of the Company. The Chief Executive Officer of the
Company must own a minimum of the equivalent of two times annual base salary in
Company stock and executive officers of the Company must own a minimum of the
equivalent of their base salary in Company stock.
COMPONENTS OF EXECUTIVE COMPENSATION
The Company's executive compensation program consists of three components: (1)
base salary; (2) annual cash incentive awards and (3) long-term incentive awards
in the form of stock options. Executive officers also receive a range of
employee benefits generally available to all employees of the Company. While
each element of compensation is reviewed separately, the Committee takes into
account the total compensation and benefits package in evaluating the executive
compensation program and making compensation decisions. The Committee conducts
ongoing analysis of its compensation and believes that the total package
represents an attractive compensation and benefits program in line with those of
comparable companies.
BASE SALARY
Base salaries for executive officers are believed to be appropriate in light of
the scope and responsibilities of each executive officer's position and the
importance of that position to the operations of the Company. The Committee
believes that salary levels for executive officers should be set in comparison
to salary levels at comparable companies with which the Company competes for
executive talent.
20
<PAGE> 25
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 provided by the
Company's outside compensation consultants. The Committee, however, does not
employ any predetermined formula or assign any particular weight to any
individual criterion in making these adjustments. The Committee approves base
salaries of executive officers other than Mr. Burns and Mr. Swienton based on
Mr. Burns' recommendations and the above criteria. The Committee also reviews
Mr. Burns' and Mr. Swienton's base salary and makes a recommendation for any
changes in Mr. Burns' and Mr. Swienton's base salary to the Board of Directors.
In 1998, the Company synchronized the timing of base salary increases of
executives to a single point during the year. The Committee believes that
implementing a common merit increase date for executives has enabled the
Committee to compare Company performance to individual performance. In 1999, Mr.
Burns received a merit increase of $100,000 to raise his base salary to
$825,000.
ANNUAL INCENTIVE AWARDS
No incentive awards were earned for 1999 under the annual incentive award
program adopted in 1997 because the Economic Value Added requirements of the
incentive compensation program were not met. Limited annual incentive awards
were paid, however, on a discretionary basis where individual merit and fairness
requirements warranted such payments. Based on the Committee's assessment of the
CEO's performance, Mr. Burns' annual incentive award totaled $230,000 for 1999
compared to $450,000 paid for 1998.
LONG-TERM INCENTIVE AWARDS
Under the Ryder System, Inc. 1995 Stock Incentive Plan, stock options may be
awarded to executive officers and other key executives of the Company who meet
stock ownership guidelines. All awards are at the discretion of the Committee.
The size of an individual stock option award is based primarily upon the
individual executive's responsibilities and position within the Company. The
Committee also considers each executive's current individual performance,
potential for promotion and impact on Company performance. Stock option awards
are intended to reflect the median level of such awards for comparable positions
at peer companies.
The Company has no policy regarding the timing and frequency of stock option
awards, although such awards generally have been made on an annual basis to the
Company's executive officers and on some occasions upon the hiring of a new
executive. In 1999, the Committee made an award of stock options to certain key
executives of the Company, including each of the named executive officers.
The Committee does not determine the size of stock option awards by reference to
the amount or value of outstanding stock options held by an individual executive
officer at the time of the award.
DEDUCTIBILITY OF EXECUTIVE COMPENSATION
The Committee has reviewed the Company's executive compensation program in light
of Section 162(m) of the Internal Revenue Code as it pertains to the
disallowance of deductions for compensation in excess of $1 million to certain
executive officers. The Company's 1995 Stock Incentive Plan meets the
requirements of Section 162(m), and accordingly, stock options awarded to the
Company's executive officers are eligible for the "performance-based"
compensation exception. While the annual incentive compensation program is based
only on financial performance, the Committee has decided not to submit the
Annual Incentive Plan to the Shareholders for 162(m) approval at the Annual
Meeting. The Committee believes that preserving its flexibility is in the best
interest of the Company and its Shareholders. For 1999, only the Chief Executive
Officer received compensation in excess of $1 million as defined by Section
162(m).
Alva O. Way [Chairman], Edward T. Foote II, David I. Fuente, Lynn M. Martin and
Paul J. Rizzo
21
<PAGE> 26
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth the annual and long-term compensation which the
Company paid to, or deferred for, those persons who were as of December 31, 1999
(a) the chief executive officer and (b) each of the other four most highly
compensated executive officers of the Company (collectively, the "named
executive officers") for services rendered in 1999, 1998 and 1997.
SUMMARY COMPENSATION
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
----------------------------------- ---------------------
AWARDS
---------------------
SECURITIES UNDERLYING
OTHER ANNUAL OPTIONS/LIMITED
SALARY BONUS COMPENSATION(1) SARS
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) (#)
--------------------------- ---- ------ ----- --------------- ---------------------
<S> <C> <C> <C> <C> <C> <C>
M. Anthony Burns...... Chairman of the Board 1999 811,944 230,000 53,444 175,000
and Chief 1998 725,000 450,000 68,778 --
Executive Officer 1997 725,000 735,101 75,481 250,000
James B. Griffin...... President -- 1999 386,736 95,762 2,087 145,000
Ryder Transportation 1998 340,000 215,000 2,994 27,600
Services 1997 334,445 300,000 2,994 59,100
Edwin A. Huston....... Vice Chairman 1999 473,911 117,289 2,087 37,000
1998 460,000 237,258 2,994 23,800
1997 460,000 381,333 2,994 58,600
Corliss J. Nelson..... Senior Executive Vice 1999 266,667 400,000 2,087 100,000
President -- Finance and 1998 -- -- -- --
Chief Financial Officer 1997 -- -- -- --
Gregory T. Swienton... President and Chief 1999 254,167 500,000 2,087 250,000
Operating Officer 1998 -- -- -- --
1997 -- -- -- --
<CAPTION>
ALL OTHER
COMPENSATION(2)
NAME AND PRINCIPAL POSITION ($)
--------------------------- ---------------
<S> <C>
M. Anthony Burns............................ 151,121
155,084
94,659
James B. Griffin............................ 47,963
48,640
27,596
Edwin A. Huston............................. 95,008
99,691
31,982
Corliss J. Nelson........................... 331,658
--
--
Gregory T. Swienton......................... 306,785
--
--
</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, other than
Mr. Burns in 1999, 1998 and 1997, do not meet the disclosure thresholds
established under SEC regulations and are not included in this column. Of
the 1999, 1998 and 1997 amounts shown for Mr. Burns, $24,392, $37,377 and
$47,333, respectively, represent the incremental cost to the Company for his
personal use of the Company aircraft. The balance of the 1999, 1998 and 1997
amounts shown for Mr. Burns includes a car allowance, a tax planning
allowance and other perquisites.
(2) This column is composed of : (a) contributions to the 401(k) Plan for Mr.
Burns in the amounts of $3,200, $3,200 and $2,400, for 1999, 1998 and 1997,
respectively; for Mr. Griffin in the amounts of $3,200, $3,200 and $2,400
for 1999, 1998 and 1997, respectively; for Mr. Huston in the amounts of
$3,200, $3,200 and $2,400 for 1999, 1998 and 1997, respectively; for Mr.
Nelson in the amounts of $0 for 1999, 1998 and 1997; for Mr. Swienton in the
amount of $0 for 1999, 1998 and 1997; (b) contributions to the Deferred
Compensation Plan for Mr. Burns in the amounts of $22,039, $26,002 and
$5,438 for 1999, 1998 and 1997, respectively; for Mr. Griffin in the amounts
of $8,835, $9,600 and $0 for 1999, 1998 and 1997; for Mr. Huston in the
amounts of $11,023, $13,627 and $3,450 for 1999, 1998 and 1997,
respectively; for Mr. Nelson in the amounts of $0 for 1999, 1998 and 1997;
for Mr. Swienton in the amounts of $0 for 1999, 1998 and 1997; (c) dollar
value of premiums for compensatory split-dollar insurance payments for Mr.
Burns in the amounts of $117,744, $117,744 and $78,683 for 1999, 1998 and
1997, respectively; for Mr. Griffin in the amounts of $31,388, $31,388 and
$20,946 for 1999, 1998 and 1997, respectively; for Mr. Huston in the amounts
of $69,951, $72,030 and $15,298 for 1999, 1998 and 1997, respectively; for
Mr. Nelson in the amounts of $27,378, $0 and $0 for 1999, 1998 and 1997,
respectively; for Mr. Swienton in the amounts of $40,392, $0 and $0 for
1999, 1998 and 1997, respectively; (d) premiums paid under the Supplemental
Long-Term Disability Insurance Plan for Mr. Burns in the amounts of $8,138
for 1999, 1998 and 1997; for Mr. Griffin in the amounts of $4,540, $4,452
and $4,250 for 1999, 1998 and 1997, respectively; for Mr. Huston in the
amounts of $10,834 for 1999, 1998 and 1997; for Mr. Nelson in the amounts of
$8,009, $0 and $0 for 1999, 1998 and 1997, respectively; for Mr. Swienton in
the amounts of $5,668, $0 and $0 for 1999, 1998 and 1997, respectively; (e)
relocation expenses paid for Mr. Nelson in the amount of $96,271 in 1999 and
Mr. Swienton in the amount of $60,725 in 1999; (f) Sign-on Bonus for Mr.
Nelson and Mr. Swienton was $200,000 each in 1999.
22
<PAGE> 27
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 the
Company will provide the executive with a multiple of salary and bonus ranging
from a maximum of three times salary and a total of three times bonus for the
highest level executive to a minimum of 0.5 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 taxes. In
the event of a termination of employment which triggers the provisions of a
severance agreement, Mr. Burns would be entitled to three times salary and a
total of three times bonus, Messrs. Swienton and Nelson would be entitled to
three times salary and a total of two times bonus.
Mr. Griffin's employment with the Company was terminated on March 15, 2000.
Pursuant to the terms of his severance agreement, Mr. Griffin will continue to
receive his salary and other perquisites for a period of thirty-six (36) months.
In addition, Mr. Griffin received a lump sum payment in the amount of $317,368
as a tenure-related bonus at the time of his termination of employment, and has
received an additional payment of $682,489. Mr. Huston's employment status with
the Company changed on January 31, 2000. He continues to serve as Vice Chairman
on a transitional basis. As part of his transition, he received a lump sum
payment of $320,054 as a tenure-related bonus and an additional payment of
$356,569 on January 31, 2000. In addition, Mr. Huston will continue to receive
his salary and other perquisites for a period of thirty-six (36) months.
OPTION GRANTS
The following table provides information regarding the grant of stock options to
the named executive officers in fiscal year 1999. The table includes the
potential realizable value of the stock options granted in 1999, assuming annual
compound appreciation of the underlying Share price at rates of 5 percent and 10
percent, as required by the SEC, and 0 percent from the date the stock options
were granted over the full option term of 10 years. (These values are listed in
the column headed "Potential Realizable Value at Assumed Annual Rates of Stock
Price Appreciation for Option/Limited SAR Term.")
OPTION/LIMITED SAR GRANTS IN FISCAL YEAR 1999
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- -------------------------------------------------------------------------------------------- POTENTIAL REALIZABLE
% OF TOTAL VALUE(4) AT
NUMBER(1) OF OPTIONS/LIMITED ASSUMED ANNUAL RATES OF
SECURITIES SARS GRANTED STOCK PRICE APPRECIATION FOR
UNDERLYING TO EMPLOYEES IN EXERCISE OPTION/LIMITED SAR TERM
OPTIONS/LIMITED FISCAL YEAR PRICE -----------------------------
NAME SARS GRANTED 1999 PER SHARE(2) EXPIRATION DATE(3) 0% 5% 10%
---- --------------- --------------- ------------ ------------------ --- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
M. Anthony Burns..... 175,000 7.0% $27.031 February 17, 2009 $0 $2,974,972 $7,539,163
James B. Griffin..... 145,000 5.8% $27.031 February 17, 2009 0 2,464,977 6,246,735
Edwin A. Huston...... 37,000 1.5% $27.031 February 17, 2009 0 628,994 1,593,994
Corliss J. Nelson.... 100,000 4.0% $26.156 April 14, 2009 0 1,644,956 4,168,641
Gregory T.
Swienton........... 250,000 10.1% $25.969 June 13, 2009 0 4,082,910 10,346,895
</TABLE>
- ---------------
(1) Stock options and Limited SAR grants generally vest in annual installments
over three to five years commencing with the first anniversary of the date
of grant. Each named officer who received a grant of stock options received
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.
Grants to each of the named executives were made under the 1995 Stock
Incentive Plan.
(2) Represents fair market value as of date of grant.
(3) 10 years from date of grant.
(4) If the 5 percent or 10 percent annual compound stock price appreciation
shown in the table were to occur, the price of the stock for the February
1999 grant would be $44.03 or $70.11, respectively, on February 17, 2009,
the April 1999 grant would be $42.61 or $67.84, respectively, on April 14,
2009, and the June 1999 grant would be $42.30 or $67.36 respectively, on
June 13, 2009. The appreciation in the market value of the Company's Common
Stock from the date of the grant would be $1,009,695,101 and $2,558,765,627
respectively, for the February 1999 grant, $977,011,026 and $2,475,937,765
respectively, for the April 1999 grant, and $970,025,973 and $2,458,236,268
respectively, for the June 1999 grant. The appreciation during this period
realized by the five named executive officers from these stock options would
be 0.60 percent (February 1999), 0.17 percent (April 1999) and 0.42 percent
(June 1999), of the gain to all Shareholders. The use of the 5 percent and
10 percent rates as required by the SEC is not intended by the Company to
forecast possible future appreciation of the Company's Common Stock.
23
<PAGE> 28
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 1999 and
unexercised options held as of the end of fiscal year 1999.
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1999 AND FISCAL YEAR-END 1999
OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/LIMITED SARS IN-THE-MONEY OPTIONS AT
AT FISCAL YEAR-END 1999 FISCAL YEAR-END 1999(1)
SHARES ACQUIRED VALUE ---------------------------- ---------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
M. Anthony Burns............. 0 $0 712,286 266,667 $715,710 $0
James B. Griffin............. 0 0 155,760 242,600 16,908 0
Edwin A. Huston.............. 0 0 194,186 81,514 0 0
Corliss J. Nelson............ 0 0 0 100,000 0 0
Gregory T. Swienton.......... 0 0 0 250,000 0 0
</TABLE>
- ---------------
(1) Amounts reflecting gains on outstanding stock options based on a fair market
value of $23.9688 for the Common Stock, as determined by using the average
of the high and low price on December 31, 1999. As no change in control of
the Company has occurred, the tandem Limited SARs had no calculable value at
such date.
PENSION BENEFITS
The Company covers substantially all regular full-time employees who are not
covered by plans administered by labor unions or plans sponsored by a subsidiary
or division of the Company under the Ryder System, Inc. Retirement Plan (the
"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
percent of the first $15,600 of compensation and bonus received, plus 1.85
percent 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 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 $130,000
beginning at the Social Security retirement age. The maximum compensation and
bonus that may be taken into account in determining annual retirement accruals
is currently $160,000. 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 whose benefits are reduced by the
Internal Revenue Code or other United States 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.
24
<PAGE> 29
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 or age.
ESTIMATED ANNUAL BENEFITS AT RETIREMENT(1)
(IN THE FORM OF A SINGLE LIFE ANNUITY)
<TABLE>
<S> <C>
M. Anthony Burns........................................... $673,221
James B. Griffin........................................... $391,511
Edwin A. Huston............................................ $352,085
Corliss J. Nelson.......................................... $135,659
Gregory T. Swienton........................................ $261,918
</TABLE>
In addition to the Retirement Plan, the Company maintains the Split Dollar Life
Insurance Plan for the benefit of each named executive officer and certain other
key executives. This Plan provides participants with additional life insurance.
The Company pays all costs equal to the premiums on the life insurance acquired
prior to retirement. The participant owns the policy but must assign a portion
of the policy's cash surrender value and death benefits to the Company. In the
event of death prior to normal retirement, the participant's beneficiary will
receive three times the participant's annual base salary offset by the
Company-wide group term life insurance policy. 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 an
amount equal to the premiums the Company has paid on the policy. Assuming normal
retirement dates, the Company will be repaid, from the cash surrender value of
the policy, an amount equal to the aggregate net premiums paid on the policy or
its collateral interest in the policy. The participant will have projected
post-retirement life insurance coverage equal to 50 percent of the life
insurance coverage immediately prior to retirement.
- ---------------
(1)These amounts include benefits under the Retirement Plan and the Restoration
Plan combined.
25
<PAGE> 30
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
RYDER SYSTEM, INC. S&P 500 INDEX TRANSPORTATION 20 INDEX
------------------ ------------- -----------------------
<S> <C> <C> <C>
1994 100.00 100.00 100.00
1995 112.79 137.62 136.27
1996 128.29 167.91 155.54
1997 151.35 225.05 230.31
1998 122.67 288.00 225.70
1999 118.19 348.59 215.48
</TABLE>
- ---------------
(1)Assumes for comparison that the value of the Company's Common Stock and of
each index was $100 on December 31, 1994 and that all dividends 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 $18,000 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.
26
<PAGE> 31
SUBMISSION OF SHAREHOLDER PROPOSALS FOR
THE 2001 ANNUAL MEETING
Pursuant to SEC regulations, in order to be included in the Company's Proxy
Statement for the 2001 Annual Meeting, Shareholder 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 24, 2000, and must meet all
other SEC requirements. In addition, the Company's By-Laws provide that any
Shareholder who desires either to bring a Shareholder 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 90 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
Shareholder 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/ Vicki A. OMeara
Vicki A. O'Meara
Executive Vice President,
General Counsel and Secretary
March 24, 2000
Miami, Florida
27
<PAGE> 32
APPENDIX A
RYDER SYSTEM, INC.
1995 STOCK INCENTIVE PLAN
1. PURPOSE.
The purpose of this Plan is to enable the Company to recruit and retain those
key executives most responsible for the Company's continued success and
progress, and by offering comparable incentives, to compete with other
organizations in attracting, motivating and retaining such executives, thereby
furthering the interests of the Company and its shareholders by giving such
executives a greater personal stake in and commitment to the Company and its
future growth and prosperity.
2. DEFINITIONS.
For the purpose of this Plan:
(a) The term "Award" shall mean and include any Stock Option, SAR, Limited
SAR, Performance Unit or Restricted Stock Right granted under this Plan.
(b) During the three (3) year period following a Change of Control, the
term "cause" as used in Section 7 and Section 14(a) of this Plan with respect to
any Stock Option shall mean (i) an act or acts of fraud, misappropriation or
embezzlement on the Grantee's part which result in or are intended to result in
his personal enrichment at the expense of the Company, (ii) conviction of a
felony, (iii) conviction of a misdemeanor involving moral turpitude, or (iv)
willful failure to report to work for more than thirty (30) continuous days not
supported by a licensed physician's statement, all as determined only by a
majority of the Incumbent Board or the Committee, as the case may be.
(c) A "Change of Control" shall be deemed to have occurred if:
(i) any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended
(the "1934 Act")) (a "Person") becomes the beneficial owner, directly or
indirectly, of twenty percent (20%) or more of the combined voting power of
RSI's outstanding voting securities ordinarily having the right to vote for
the election of directors of RSI; provided, however, that for purposes of
this subparagraph (i), the following acquisitions shall not constitute a
Change of Control: (A) any acquisition by any employee benefit plan or
plans (or related trust) of RSI and its subsidiaries and affiliates or (B)
any acquisition by any corporation pursuant to a transaction which complies
with clauses (A), (B) and (C) of subparagraph (iii) of this Section 2(c);
or
(ii) the individuals who, as of August 18, 1995, constituted the Board
of Directors of RSI (the "Board" generally and as of August 18, 1995 the
"Incumbent Board") cease for any reason to constitute at least two-thirds
(2/3) of the Board, provided that any person becoming a director subsequent
to August 18, 1995 whose election, or nomination for election, was approved
by a vote of the persons comprising at least two-thirds (2/3) of the
Incumbent Board (other than an election or nomination of an individual
whose initial assumption of office is in connection with an actual or
threatened election contest, as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the 1934 Act) shall be, for purposes of
this Plan, considered as though such person were a member of the Incumbent
Board; or
(iii) there is a reorganization, merger or consolidation of RSI (a
"Business Combination"), in each case, unless, following such Business
Combination, (A) all or substantially all of the individuals and entities
who were the beneficial owners, respectively, of RSI's outstanding Common
Stock and outstanding voting securities ordinarily having the right to vote
for the election of directors of RSI immediately prior to such Business
Combination beneficially own, directly or indirectly, more than fifty
percent (50%) of, respectively, the then outstanding shares of common stock
and the combined voting power of the then outstanding voting securities
ordinarily having the right to vote for the election of directors, as the
case may be, of the corporation resulting from such Business Combination
(including, without limitation, a corporation which as a result of such
transaction owns RSI or all or substantially all of RSI's assets either
directly or through one or more subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such Business
Combination, of
A-1
<PAGE> 33
RSI's outstanding Common Stock and outstanding voting securities ordinarily
having the right to vote for the election of directors of RSI, as the case
may be, (B) no Person (excluding any corporation resulting from such
Business Combination or any employee benefit plan or plans (or related
trust) of RSI or such corporation resulting from such Business Combination
and their subsidiaries and affiliates) beneficially owns, directly or
indirectly, 20% or more of the combined voting power of the then
outstanding voting securities of the corporation resulting from such
Business Combination and (C) at least two-thirds (2/3) of the members of
the board of directors of the corporation resulting from such Business
Combination were members of the Incumbent Board at the time of the
execution of the initial agreement, or of the action of the Board,
providing for such Business Combination; or
(iv) there is a liquidation or dissolution of RSI approved by the
shareholders; or
(v) there is a sale of all or substantially all of the assets of RSI.
If a Change of Control occurs and if a Grantee's employment is terminated prior
to the date on which the Change of Control occurs, and if it is reasonably
demonstrated by the Grantee that such termination of employment (A) was at the
request of a third party who has taken steps reasonably calculated to effect a
Change of Control or (B) otherwise arose in connection with or in anticipation
of a Change of Control, a Change of Control shall be deemed to have
retroactively occurred on the date immediately prior to the date of such
termination of employment.
(d) The term "Code" shall mean the Internal Revenue Code of 1986 as it may
be amended from time to time.
(e) The term "Committee" shall mean the Compensation Committee of the Board
of Directors of RSI constituted as provided in Section 5 of this Plan.
(f) The term "Common Stock" shall mean the common stock of RSI as from time
to time constituted.
(g) The term "Company" shall mean RSI and its Subsidiaries.
(h) The term "Disability" shall mean total physical or mental disability of
a Grantee as determined by the Committee upon the basis of such evidence as the
Committee in its discretion deems necessary and appropriate.
(i) The term "Employee" shall mean a full-time salaried employee of RSI or
any Subsidiary (which term shall include salaried officers).
(j) The term "Fair Market Value" shall mean, with respect to the Common
Stock, the mean between the highest and lowest sale price for shares as reported
by the composite transaction reporting system for securities listed on the New
York Stock Exchange on the date as of which such determination is being made or
on the most recently preceding date on which there was such a sale.
(k) The term "Grantee" shall mean an Employee who is selected by the
Committee to receive an Award under this Plan and in the case of a deceased
Employee shall mean the beneficiary of the Employee.
(l) The term "Incentive Stock Option" shall mean a Stock Option granted
under this Plan or a previously granted Stock Option that is redesignated by the
Committee as an Incentive Stock Option which is intended to constitute an
incentive stock option within the meaning of Section 422(b) of the Code.
(m) The term "Limited SAR" shall mean a Limited Stock Appreciation Right
granted by the Committee pursuant to Section 9 of this Plan.
(n) The term "Non-employee Director" shall mean any person who qualifies as
a non-employee director as defined in Rule 16b-3, as promulgated under the 1934
Act, or any successor definition.
(o) The term "Non-qualified Stock Option" shall mean a Stock Option granted
under this Plan which is not intended to qualify under Section 422(b) of the
Code.
(p) The term "Offer" shall mean any tender offer or exchange offer for
Shares, other than one made by the Company, including all amendments and
extensions of any such Offer.
(q) The term "Option" shall mean any stock option granted under this Plan.
(r) The term "Performance Goals" shall have the meaning set forth in
Section 10(c) of this Plan.
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(s) The term "Performance Period" shall have the meaning set forth in
Section 10(d) of this Plan.
(t) The term "Performance Units" shall mean Performance Units granted by
the Committee pursuant to Section 10 of this Plan.
(u) The term "Plan" shall mean the Ryder System, Inc. 1995 Stock Incentive
Plan as the same shall be amended.
(v) The term "Price" shall mean, upon the occurrence of a Change of
Control, the excess of the highest of:
(i) the highest closing price of the Common Stock reported by the
composite transaction reporting system for securities listed on the New
York Stock Exchange within the sixty (60) days preceding the date of
exercise;
(ii) the highest price per share of Common Stock included in a filing
made by any Person on any Schedule 13D pursuant to Section 13(d) of the
1934 Act as paid within the sixty (60) days prior to the date of such
report; and
(iii) the value of the consideration to be received by the holders of
Common Stock, expressed on a per share basis, in any transaction referred
to in subparagraph (iii), (iv) or (v) of Section 2(c), with all noncash
consideration being valued in good faith by the Incumbent Board; over the
purchase price per Share at which the related Option is exercisable as
applicable, except that Incentive Stock Options and, if and to the extent
required in order for the related Option to be treated as an Incentive
Stock Option, SARs and Limited SARs granted with respect to Incentive Stock
Options, are limited to the spread between the Fair Market Value of Common
Stock on the date of exercise and the purchase price per Share at which the
related Option is exercisable.
(w) The term "Restricted Period" shall have the meaning set forth in
Section 11(a) of this Plan.
(x) The term "RSI" shall mean Ryder System, Inc.
(y) The term "Restricted Stock Rights" shall mean a Restricted Stock Right
granted by the Committee pursuant to Section 11 of this Plan.
(z) The term "Retirement" shall mean retirement under the provisions of the
various retirement plans of the Company (whichever is appropriate to a
particular Grantee) as then in effect, or in the absence of any such retirement
plan being applicable, as determined by the Committee.
(aa) The term "SAR" shall mean a Stock Appreciation Right granted by the
Committee pursuant to the provisions of Section 8 of this Plan.
(bb) The term "Shares" shall mean shares of the Common Stock and any shares
of stock or other securities received as a result of the adjustment provided for
in Section 12 of this Plan.
(cc) The term "Spread" with respect to a SAR shall have the meaning set
forth in Section 8(b) of this Plan, and with respect to a Limited SAR, the
meanings set forth in Sections 9(c) and 9(d) of this Plan.
(dd) The term "Stock Option" shall mean any stock option granted under this
Plan.
(ee) The term "Subsidiary" shall mean any corporation, other than RSI, or
other form of business entity more than fifty percent (50%) of the voting
interest of which is owned or controlled, directly or indirectly, by RSI and
which the Committee designates for participation in this Plan.
(ff) The term "Termination Date" shall mean the date that a Grantee ceases
to be employed by RSI or any Subsidiary for any reason; provided, however, it
shall mean the end of any severance period applicable to a Grantee with respect
to any Non-qualified Stock Options held by such Grantee.
(gg) The term "Year" shall mean a calendar year.
3. SHARES OF STOCK SUBJECT TO THIS PLAN.
(a) Subject to the provisions of Paragraph (b) of this Section 3, no more
than 3,300,000 Shares shall be issuable pursuant to grants under this Plan.
Shares issued pursuant to this Plan may be either authorized but unissued or
reacquired Shares purchased on the open market or otherwise.
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(b) In the event any Stock Option or Restricted Stock Right expires or
terminates unexercised or any Restricted Stock Right is forfeited or cancelled,
the number of Shares subject to such Stock Option or Restricted Stock Right
shall again become available for issuance under this Plan, subject to the
provisions of Sections 7(a), 8(a), 9(b) and 10(i) of this Plan.
(c) No Grantee shall be eligible to receive any Stock Option or series of
Stock Options covering, in the aggregate, more than 800,000 Shares during the
term of this Plan.
4. PARTICIPATION.
Awards under this Plan shall be limited to key executive Employees selected from
time to time by the Committee.
5. ADMINISTRATION.
This Plan shall be administered by the Compensation Committee of the Board of
Directors of RSI which shall consist of two or more members of the Board of
Directors, each of whom shall be a Non-employee Director. All members of the
Committee shall be "outside directors" as defined or interpreted for purposes of
Section 162(m) of the Code. The Committee shall have plenary authority, subject
to the express provisions of this Plan, to (i) select Grantees; (ii) establish
and adjust Performance Goals and Performance Periods for Performance Units;
(iii) determine the nature, amount, time and manner of payment of Awards made
under this Plan, and the terms and conditions applicable thereto; (iv) interpret
this Plan; (v) prescribe, amend and rescind rules and regulations relating to
this Plan; (vi) determine whether and to what extent Stock Options previously
granted under this Plan shall be redesignated as Incentive Stock Options and, in
this connection, amend any Stock Option Agreement or make or authorize any
reports or elections or take any other action to the extent necessary to
implement the redesignation of any Stock Option as an Incentive Stock Option,
provided that any redesignation of a previously granted Stock Option as an
Incentive Stock Option shall not be effective unless and until consented to by
the Grantee; and (vii) make all other determinations deemed necessary or
advisable for the administration of this Plan. The Committee's determination on
the foregoing matters shall be conclusive. A majority of the Committee shall
constitute a quorum, and the acts of a majority of the members present at any
meeting at which a quorum is present, or acts approved in writing by all members
of the Committee without a meeting, shall be the acts of the Committee.
6. AWARDS.
Subject to the provisions of Section 3 of this Plan, the Committee shall
determine Awards taking into consideration, as it deems appropriate, the
responsibility level and performance of each Grantee. The Committee may grant
the following types of Awards: Stock Options pursuant to Section 7 hereof, SARs
pursuant to Section 8 hereof, Limited SARs pursuant to Section 9 hereof,
Performance Units pursuant to Section 10 hereof and Restricted Stock Rights
pursuant to Section 11 hereof. Unless otherwise determined by the Committee, a
Grantee may not be granted in any Year both (i) a Restricted Stock Right and
(ii) a Stock Option, SAR, Limited SAR or Performance Unit.
7. STOCK OPTIONS.
(a) The Committee from time to time may grant Stock Options either alone or
in conjunction with and related to SARs, Limited SARs and/or Performance Units
to key executive Employees selected by the Committee as being eligible therefor.
The Stock Options may be of two types, Incentive Stock Options and Non-qualified
Stock Options. Each Stock Option shall cover such number of Shares and shall be
on such other terms and conditions not inconsistent with this Plan as the
Committee may determine and shall be evidenced by a Stock Option Agreement
setting forth such terms and conditions executed by the Company and the Grantee.
The Committee shall determine the number of Shares subject to each Stock Option.
The number of Shares subject to an outstanding Stock Option shall be reduced on
a one for one basis to the extent that any related SAR, Limited SAR or
Performance Unit is exercised and such Shares shall not again become available
for issuance pursuant to this Plan.
In the case of Stock Options, the aggregate Fair Market Value (determined as of
the date of grant) of Common Stock with respect to which Incentive Stock Options
are exercisable for the first time by an Employee during any Year under this
Plan or any other plan of the Company shall not exceed $100,000. To the extent,
if any, that the Fair Market Value of such Common Stock with respect to which
Incentive Stock Options are exercisable exceeds $100,000, such Incentive Stock
Options shall be treated as separate Non-qualified Stock Options. For purposes
of
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the two immediately preceding sentences of this subparagraph (a), Stock Options
shall be taken into account in the order in which they were granted.
(b) Unless the Committee shall determine otherwise, each Stock Option may
be exercised only if the Grantee has been continuously employed by RSI or any
Subsidiary for a period of at least one (1) year commencing on the date the
Stock Option is granted; provided, however, that this provision shall not apply
in the event of a Change of Control.
(c) Each Stock Option shall be for such term (but, in no event for greater
than ten years) and shall be exercisable in such installments as shall be
determined by the Committee at the time of grant of the Stock Option.
The Committee may, at any time, provide for the acceleration of installments or
any part thereof.
(d) The price per Share at which Shares may be purchased upon the exercise
of a Stock Option shall be determined by the Committee on the grant of the Stock
Option, but such price shall not be less than one hundred percent (100%) of the
Fair Market Value on the date of grant of the Stock Option. If a Grantee owns
(or is deemed to own under applicable provisions of the Code and rules and
regulations promulgated thereunder) more than ten percent (10%) of the combined
voting power of all classes of the stock of the Company and a Stock Option
granted to such Grantee is intended to qualify as an Incentive Stock Option, the
Incentive Stock Option price shall be no less than one hundred and ten percent
(110%) of the Fair Market Value of the Common Stock on the date the Incentive
Stock Option is granted and the term of such Incentive Stock Option shall be no
more than five years.
(e) Except as provided in Paragraphs (h) and (l) of this Section 7, no
Stock Option may be exercised unless the Grantee, at the time of exercise, is an
Employee and has continuously been an Employee of RSI or any Subsidiary since
the grant of such Stock Option. A Grantee shall not be deemed to have terminated
his period of continuous employ with RSI or any Subsidiary if he leaves the
employ of RSI or any Subsidiary for immediate reemployment with RSI or any
Subsidiary.
(f) To exercise a Stock Option, the Grantee shall (i) give written notice
to the Company in form satisfactory to the Committee indicating the number of
Shares which he elects to purchase, (ii) deliver to the Company payment of the
full purchase price of the Shares being purchased (A) in cash or a certified or
bank cashier's check payable to the order of the Company, or (B) with the
approval of the Committee, in Shares of the Common Stock having a Fair Market
Value on the date of exercise equal to the purchase price, or a combination of
the foregoing having an aggregate Fair Market Value equal to such purchase
price, and (iii) deliver to the Secretary of the Company such written
representations, warranties and covenants as the Company may require under
Section 16(a) of this Plan.
(g) A Grantee of any Stock Option shall not have any rights as a
shareholder until the close of business on the date on which the Stock Option
has been exercised.
(h) Notwithstanding any other provision of this Plan, unless otherwise
determined by the Committee prior to a Change of Control, in the event of a
Change of Control, each Stock Option not previously exercised or expired under
the terms of this Plan shall become immediately exercisable in full and shall
remain exercisable to the full extent of the Shares available thereunder,
regardless of any installment provisions applicable thereto, for the remainder
of its term, unless Section 14(a) of this Plan applies or the Grantee has been
terminated for cause, in which case the Stock Options shall automatically
terminate as of the Incumbent Board's determination pursuant to Section 14(a) or
the Grantee's Termination Date, as appropriate.
(i) If the Committee so determines prior to or during the thirty (30) day
period following the occurrence of a Change of Control, Grantees of Stock
Options not otherwise exercised or expired under the terms of this Plan as to
which no SARs or Limited SARs are then exercisable may, in lieu of exercising,
require RSI to purchase for cash all such Stock Options or portions thereof for
a period of sixty (60) days following the occurrence of a Change of Control at
the Price specified in Section 2(v).
(j) Any determination made by the Committee pursuant to Section 7(h) or
7(i) may be made as to all eligible Stock Options or only as to certain of such
Stock Options specified by the Committee. Once made, any determination by the
Committee pursuant to Section 7(h) or 7(i) shall be irrevocable.
(k) The Company intends that this Section 7 shall comply with the
requirements of Rule 16b-3 under the 1934 Act (the "Rule") during the term of
this Plan. Should any provision of this Section 7 not be necessary to comply
with
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the requirements of the Rule, or should any additional provisions be necessary
for this Section 7 to comply with the requirements of the Rule, the Committee
may amend this Plan or any Stock Option agreement to add to or modify the
provisions thereof accordingly.
(l) Notwithstanding any of the provisions of this Section 7, a Stock Option
shall in all cases terminate and not be exercisable after the expiration of the
term of the Stock Option established by the Committee. Except as provided in
Section 7(h), Stock Options shall be exercisable after the Grantee ceases to be
employed by RSI or any Subsidiary as follows, unless otherwise determined by the
Committee:
(i) In the event that a Grantee ceases to be employed by RSI or any
Subsidiary by reason of Disability or Retirement, (A) any Non-qualified
Stock Option not previously exercised or expired shall continue to vest and
be exercisable during the three (3) year period following the Grantee's
Termination Date, and to the extent it is exercisable at the expiration of
such three (3) year period, it shall continue to be exercisable by such
Grantee or such Grantee's legal representatives, heirs or legatees for the
term of such Non-qualified Stock Option, and (B) any Incentive Stock Option
shall, to the extent it was exercisable on the Termination Date, continue
to be exercisable by such Grantee or such Grantee's legal representatives,
heirs or legatees for the term of such Incentive Stock Option; provided,
however, that in order to qualify for the special tax treatment afforded by
Section 421 of the Code, Incentive Stock Options must be exercised within
the three (3) month period commencing on the Termination Date (the exercise
period shall be one (1) year in the case of termination by reason of
disability, within the meaning of Section 22(e)(3) of the Code). Incentive
Stock Options not exercised within such three (3) month period shall be
treated as Non-qualified Stock Options.
(ii) In the event that a Grantee ceases to be employed by RSI or any
Subsidiary by reason of death, any Stock Option shall, to the extent it was
exercisable on the Termination Date, continue to be exercisable by such
Grantee's legal representatives, heirs or legatees for the term of such
Stock Option.
(iii) Except as otherwise provided in subparagraph (i) or (ii) above,
in the event that a Grantee ceases to be employed by RSI or any Subsidiary
for any reason other than termination for cause, any Stock Option shall, to
the extent it was exercisable on the Termination Date, continue to be
exercisable for a period of three (3) months commencing on the Termination
Date and shall terminate at the expiration of such period; provided,
however, that in the event of the death of the Grantee during such three
(3) month period, such Stock Option shall, to the extent it was exercisable
on the Termination Date, be exercisable by the Grantee's personal
representatives, heirs or legatees for a period of one (1) year commencing
on the date of the Grantee's death and shall terminate at the expiration of
such period.
(m) Except as otherwise provided in Section 7, a Stock Option shall
automatically terminate as of the Termination Date, provided that if a Grantee's
employment is interrupted by reason of Disability or a leave of absence (as
determined by the Committee) the Committee may permit the exercise of some or
all of the Stock Options granted on such terms and for such period of time as it
shall determine.
8. STOCK APPRECIATION RIGHTS.
(a) The Committee shall have authority in its discretion to grant a SAR to
any Grantee of a Stock Option with respect to all or some of the Shares covered
by such Stock Option. Each SAR shall be on such terms and conditions not
inconsistent with this Plan as the Committee may determine and shall be
evidenced by a SAR Agreement setting forth such terms and conditions executed by
the Company and the holder of the SAR. A SAR may be granted either at the time
of grant of a Stock Option or at any time thereafter during its term. A SAR may
be granted to a Grantee irrespective of whether such Grantee has a Limited SAR.
Each SAR shall be exercisable only if and to the extent that the related Stock
Option is exercisable. Upon the exercise of a SAR, the related Stock Option
shall cease to be exercisable to the extent of the Shares with respect to which
such SAR is exercised and shall be considered to have been exercised to that
extent for purposes of determining the number of Shares available for the grant
of further Awards pursuant to this Plan. Upon the exercise or termination of a
Stock Option, the SAR related to such Stock Option shall terminate to the extent
of the Shares with respect to which such Stock Option was exercised or
terminated.
(b) The term "Spread" as used in this Section 8 shall mean, with respect to
the exercise of any SAR, an amount equal to the product computed by multiplying
(i) the excess of (A) the Fair Market Value per Share on the
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date such SAR is exercised over (B) the purchase price per Share at which the
related Stock Option is exercisable by (ii) the number of Shares with respect to
which such SAR is being exercised, provided; however, that the Committee may at
the grant of any SAR limit the maximum amount of the Spread to be paid upon the
exercise thereof.
(c) Only if and to the extent required in order for the related Stock
Option to be treated as an Incentive Stock Option, a SAR may be exercised only
when there is a positive Spread, that is, when the Fair Market Value per Share
exceeds the purchase price per Share at which the related Stock Option is
exercisable. Upon the exercise of a SAR, the Committee shall pay to the Grantee
exercising the SAR an amount equivalent to the Spread. The Committee shall have
the sole and absolute discretion to determine whether payment for such SAR will
be made in cash, Shares or a combination of cash and Shares, provided, that any
Shares used for payment shall be valued at their Fair Market Value on the date
of the exercise of the SAR.
(d) The Company intends that this Section 8 shall comply with the
requirements of the Rule during the term of this Plan. Should any provision of
this Section 8 not be necessary to comply with the requirements of the Rule or
should any additional provisions be necessary for this Section 8 to comply with
the requirements of the Rule, the Committee may amend this Plan or any Award
agreement to add to or modify the provisions thereof accordingly.
(e) To exercise a SAR, the Grantee shall (i) give written notice to the
Company in form satisfactory to the Committee specifying the number of Shares
with respect to which such holder is exercising the SAR and (ii) deliver to the
Company such written representations, warranties and covenants as the Company
may require under Section 16(a) of this Plan.
(f) A person exercising a SAR shall not be treated as having become the
registered owner of any Shares issued on such exercise until such Shares are
issued.
(g) The exercise of a SAR shall reduce the number of Shares subject to the
related Stock Option on a one for one basis.
9. LIMITED SARS.
(a) The Committee shall have authority in its discretion to grant a Limited
SAR to the holder of any Stock Option with respect to all or some of the Shares
covered by such Stock Option; provided, however, that in the case of Incentive
Stock Options, the Committee may grant Limited SARs only if and to the extent
that the grant of such Limited SARs is consistent with the treatment of the
Stock Option as an Incentive Stock Option. Each Limited SAR shall be on such
terms and conditions not inconsistent with this Plan as the Committee may
determine and shall be evidenced by a Limited SAR Agreement setting forth such
terms and conditions executed by the Company and the holder of the Limited SAR.
A Limited SAR may be granted to a Grantee irrespective of whether such Grantee
has a SAR.
(b) Limited SARs may be exercised only during the sixty (60) day period
commencing after the occurrence of a Change of Control.
Each Limited SAR shall be exercisable only if and to the extent that the
related Option is exercisable. Upon the exercise of a Limited SAR, the related
Stock Option shall cease to be exercisable to the extent of the Shares with
respect to which such Limited SAR is exercised, and the Stock Option shall be
considered to have been exercised to that extent for purposes of determining the
number of Shares available for the grant of further Awards pursuant to this
Plan. Upon the exercise or termination of an Option, the Limited SAR with
respect to such Option shall terminate to the extent of the Shares with respect
to which the Option was exercised or terminated.
(c) For any Limited SAR, the term "Spread" as used in this Section 9 shall
mean an amount equal to the product computed by multiplying (A) the Price
specified in Section 2(v) by (B) the number of Shares with respect to which such
Limited SAR is being exercised.
(d) Only if and to the extent required in order for the related Stock
Option to be treated as an Incentive Stock Option, a Limited SAR may be
exercised only when there is a positive Spread, that is, when the Fair Market
Value per Share exceeds the purchase price per Share at which the related Stock
Option is exercisable. Upon the exercise of a Limited SAR, the holder thereof
shall receive an amount in cash equal to the Spread.
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(e) Notwithstanding any other provision of this Plan, no SAR or Performance
Unit may be exercised with respect to any Stock Option at a time when any
Limited SAR with respect to such Stock Option held by the Grantee of such SAR or
Performance Unit may be exercised.
(f) The Company intends that this Section 9 shall comply with the
requirements of the Rule during the term of this Plan. Should any provision of
this Section 9 not be necessary to comply with the requirements of the Rule, or
should any additional provisions be necessary for this Section 9 to comply with
the requirements of the Rule, the Committee may amend this Plan or any Award
agreement to add to or modify the provisions thereof accordingly.
(g) To exercise a Limited SAR, the holder shall give written notice to the
Company in form satisfactory to the Committee specifying the number of Shares
with respect to which he is exercising the Limited SAR.
(h) The exercise of a Limited SAR shall reduce on a one for one basis the
number of Shares subject to the related Stock Option.
10. PERFORMANCE UNITS.
(a) In conjunction with the granting of Stock Options under this Plan, the
Committee may grant Performance Units relating to such Stock Options; provided,
however, that in the case of Incentive Stock Options, the Committee may grant
Performance Units only if and to the extent that the grant of such Performance
Units is consistent with the treatment of the Stock Option as an Incentive Stock
Option. Each grant of Performance Units shall cover such number of Shares and
shall be on such other terms and conditions not inconsistent with this Plan as
the Committee may determine and shall be evidenced by a Performance Unit
Agreement setting forth such terms and conditions executed by the Company and
the Grantee of the Performance Units. The number of Performance Units granted
shall be equal to a specified number of Shares subject to the related Stock
Options. The Committee shall value such Units to the extent that Performance
Goals are achieved; provided, however, that in no event shall the value per
Performance Unit exceed one hundred and fifty percent (150%) of the purchase
price per Share at which the related Stock Option is exercisable.
(b) The Committee shall have full and final authority to establish
Performance Goals for each Performance Period on the basis of such criteria, and
the attainment of such objectives, as the Committee may from time to time
determine. In setting Performance Goals, the Committee may take into
consideration such matters which it deems relevant and such financial and other
criteria including but not limited to projected cumulative compounded rate of
growth in earnings per Share and average return on equity. During any
Performance Period, the Committee shall have the authority to adjust Performance
Goals for the Performance Period as it deems equitable in recognition of
extraordinary or nonrecurring events experienced by the Company during the
Performance Period including, but not limited to, changes in applicable
accounting rules or principles or changes in the Company's methods of accounting
during the Performance Period or significant changes in tax laws or regulations
which affect the financial results of the Company.
(c) The term "Performance Goals" as used in this Section 10 shall mean the
performance objectives established by the Committee for the Company for a
Performance Period for the purpose of determining if, as well as the extent to
which, a Performance Unit shall be earned.
(d) The term "Performance Period" as used in this Section 10 shall mean the
period of time selected by the Committee (which period shall be not more than
five nor less than three years) commencing on January 1 of the Year in which the
grant of Performance Units is made, during which the performance of the Company
is measured for the purpose of determining the extent to which Performance Units
have been earned.
(e) Performance Units shall be earned to the extent that Performance Goals
and other conditions established in accordance with Paragraph (b) of this
Section 10 are met. The Company shall promptly notify each Grantee of the extent
to which Performance Units have been earned by such Grantee. A Performance Unit
may be exercised only during the period following such notice and prior to
expiration of the related option. Performance Units which have been earned shall
be paid after exercise by the Grantee pursuant to Paragraph (h) of this Section
10. The Committee shall have the sole and absolute discretion to determine
whether payment for such Performance Unit will be made in cash, Shares or a
combination of cash and Shares, provided that any Shares used for payment shall
be valued at their Fair Market Value on the date of the exercise of the
Performance Unit.
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(f) Unless otherwise determined by the Committee, in the event that a
Grantee of Performance Units ceases to be employed by RSI or any Subsidiary
during the term of the related Stock Option, the Performance Units held by him
shall be exercisable only to the extent the related Stock Option is exercisable
and shall be forfeited to the extent that the related Stock Option was not
exercisable on the Termination Date.
(g) The Company intends that this Section 10 shall comply with the
requirements of Section 16(b) of the 1934 Act and the rules thereunder, as from
time to time in effect, including the Rule. Should any provision of this Section
10 not be necessary to comply with the requirements of said Section 16(b) and
the rules thereunder or should any additional provision be necessary for this
Section 10 to comply with the requirements of Section 16(b) and the rules
thereunder, the Committee may amend this Plan or any Award agreement to add to
or modify the provisions thereof accordingly.
(h) To exercise Performance Units, the Grantee shall give written notice to
the Company in form satisfactory to the Committee addressed to the Secretary of
the Company specifying the number of Shares with respect to which he is
exercising Performance Units.
(i) The exercise of Performance Units shall reduce on a one for one basis
the number of Shares subject to the related Stock Option.
11. RESTRICTED STOCK RIGHTS.
(a) The Committee from time to time may grant Restricted Stock Rights to
key executive Employees selected by the Committee as being eligible therefor,
which would entitle a Grantee to receive a stated number of Shares subject to
forfeiture of such Rights if such Grantee failed to remain continuously in the
employ of RSI or any Subsidiary for the period stipulated by the Committee (the
"Restricted Period").
(b) Restricted Stock Rights shall be subject to the following restrictions
and limitations:
(i) The Restricted Stock Rights may not be sold, assigned,
transferred, pledged, hypothecated, or otherwise disposed of;
(ii) Except as otherwise provided in Paragraph (d) of this Section 11,
the Restricted Stock Rights and the Shares subject to such Restricted Stock
Rights shall be forfeited and all rights of a Grantee to such Restricted
Stock Rights and Shares shall terminate without any payment of
consideration by the Company if the Grantee fails to remain continuously as
an Employee of RSI or any Subsidiary for the Restricted Period. A Grantee
shall not be deemed to have terminated his period of continuous employment
with RSI or any Subsidiary if he leaves the employ of RSI or any Subsidiary
for immediate reemployment with RSI or any Subsidiary.
(c) The Grantee of Restricted Stock Rights shall not be entitled to any of
the rights of a holder of the Common Stock with respect to the Shares subject to
such Restricted Stock Rights prior to the issuance of such Shares pursuant to
this Plan. During the Restricted Period, for each Share subject to a Restricted
Stock Right, the Company will pay the holder an amount in cash equal to the cash
dividend declared on a Share during the Restricted Period on or about the date
the Company pays such dividend to the stockholders of record.
(d) In the event that the employment of a Grantee terminates by reason of
death, Disability or Retirement, such Grantee shall be entitled to receive the
number of Shares subject to the Restricted Stock Right multiplied by a fraction
(x) the numerator of which shall be the number of days between the date of grant
of such Restricted Stock Right and the date of such termination of employment,
and (y) the denominator of which shall be the number of days in the Restricted
Period, provided, however, that any fractional Share shall be cancelled. If a
Grantee's employment is interrupted by reason of Disability or a leave of
absence (as determined by the Committee), then the Committee may permit the
delivery of the Shares subject to the Restricted Stock Right in such amounts as
the Committee may determine.
(e) Notwithstanding Paragraphs (a) and (b) of this Section 11, unless
otherwise determined by the Committee prior to the occurrence of a Change of
Control, in the event of a Change of Control all restrictions on Restricted
Stock shall expire and all Shares subject to Restricted Stock Rights shall be
issued to the Grantees. Additionally, the Committee may, at any time, provide
for the acceleration of the Restricted Period and of the issuance of all or part
of the Shares subject to Restricted Stock Rights. Any determination made by the
Committee pursuant to this Section 11(e) may be made as to all Restricted Stock
Rights or only as to certain Restricted Stock
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<PAGE> 41
Rights specified by the Committee. Once made, any determination by the Committee
pursuant to this Section 11(e) shall be irrevocable.
(f) When a Grantee shall be entitled to receive Shares pursuant to a
Restricted Stock Right, the Company shall issue the appropriate number of Shares
registered in the name of the Grantee.
12. DILUTION AND OTHER ADJUSTMENTS.
If there shall be any change in the Shares subject to this Plan or any Award
granted under this Plan as a result of merger, consolidation, reorganization,
recapitalization, stock dividend, stock split or other change in the corporate
structure, adjustments may be made by the Committee, as it may deem appropriate,
in the aggregate number and kind of Shares subject to this Plan or to any
outstanding Award, and in the terms and provisions of this Plan and any Awards
granted hereunder, in order to reflect, on an equitable basis, any such change
in the Shares contemplated by this Section 12. Any adjustment made by the
Committee pursuant to this Section 12 shall be conclusive and binding upon the
Grantee, the Company and any other related person.
13. SUBSTITUTE OPTIONS.
Incentive and/or Non-qualified Stock Options may be granted under this Plan from
time to time in substitution for either incentive or non-qualified stock options
or both held by employees of other corporations who are about to become
employees of the Company as the result of a merger, consolidation or
reorganization of the employing corporation with the Company, or the acquisition
by the Company of the assets of the employing corporation, or the acquisition by
the Company of stock of the employing corporation as the result of which it
becomes a Subsidiary of the Company. The terms and conditions of the Stock
Options so granted may vary from the terms and conditions set forth in this Plan
to such extent as the Committee at the time of grant may deem appropriate to
conform, in whole or in part, to the provisions of the stock options in
substitution for which they are granted, but, in the event that the option for
which a substitute Stock Option is being granted is an incentive stock option,
no variation shall adversely affect the status of any substitute Stock Option as
an incentive stock option under the Code.
14. MISCELLANEOUS PROVISIONS.
(a) Notwithstanding any other provision of this Plan, no Stock Option, SAR,
Limited SAR or Restricted Stock Right granted hereunder may be exercised nor
shall any payment in respect of any Performance Unit granted hereunder be made
and all rights of the Grantee thereof, or of the Grantee's legal
representatives, heirs or legatees, shall be forfeited if, prior to the time of
such exercise or payment, the Committee (or in the event of a Change of Control,
the Incumbent Board) determines that the Grantee has (i) used for profit or
disclosed confidential information or trade secrets of the Company to
unauthorized persons, or (ii) breached any contract with, or violated any legal
obligation to, the Company, or (iii) engaged in any other activity which would
constitute grounds for termination for cause of the Grantee by the Company. The
Committee (or the Incumbent Board) shall give a Grantee written notice of such
determination prior to making any such forfeiture. The Committee (or the
Incumbent Board) may waive the conditions of this Paragraph in full or in part
if, in its sole judgment, such waiver will have no substantial adverse effect
upon the Company. The determination of the Committee (or the Incumbent Board) as
to the occurrence of any of the events specified above and to the forfeiture, if
any, shall be conclusive and binding upon the Grantee, the Company and any other
related person.
(b) The Grantee of an Award shall have no rights as a stockholder with
respect thereto, except as otherwise expressly provided in this Plan, unless and
until certificates for Shares are issued.
(c) No Award or any rights or interests therein shall be assignable or
transferable by the Grantee except by will or the laws of descent and
distribution. During the lifetime of the Grantee, an Award shall be exercisable
only by the Grantee or the Grantee's guardian or legal representative.
(d) The Company shall have the right to deduct from all Awards granted
hereunder to be distributed in cash any Federal, state, local or foreign taxes
required by law to be withheld with respect to such cash payments. In the case
of Awards to be distributed in Shares, the holder or other person receiving such
Common Stock shall be required, as a condition of such distribution, either to
pay to the Company at the time of distribution thereof the amount of any such
taxes which the Company is required to withhold with respect to such Shares or
to have the
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<PAGE> 42
number of the Shares, valued at their Fair Market Value on the date of
distribution, to be distributed reduced by an amount equal to the value of such
taxes required to be withheld.
(e) No Employee shall have any claim or right to be granted an Award under
this Plan, nor having been selected as a Grantee for one Year, any right to be a
Grantee in any other Year. Neither this Plan nor any action taken hereunder
shall be construed as giving any Grantee any right to be retained in the employ
of RSI or any Subsidiary, and the Company expressly reserves its right at any
time to dismiss any Grantee with or without cause.
(f) The costs and expense of administering this Plan shall be borne by the
Company and not charged to any Award nor to any Grantee.
(g) This Plan shall be unfunded. The Company shall not be required to
establish any special or separate fund or to make any other segregation of
assets to assure the payment of any Award under this Plan, and payment of Awards
shall be subordinate to the claims of the Company's general creditors.
(h) Whenever used in this Plan, the masculine gender shall include the
feminine or neuter wherever necessary or appropriate and vice versa and the
singular shall include the plural and vice versa.
(i) With respect to Grantees subject to Section 16 of the 1934 Act,
transactions under this Plan are intended to comply with all applicable
conditions of Rule 16b-3 or its successors under the 1934 Act. To the extent any
provision of this Plan or action by the Committee fails to so comply, it shall
be deemed null and void, to the extent permitted by law and deemed advisable by
the Committee. Moreover, in the event this Plan does not include a provision
required by Rule 16b-3 to be stated herein, such provision (other than one
relating to eligibility requirements, or the price and amount of Awards) shall
be deemed automatically to be incorporated by reference into this Plan insofar
as Grantees subject to Section 16 are concerned.
15. INDEMNIFICATION OF THE COMMITTEE.
Service on the Committee shall constitute service as a director of the
Company and members of the Committee shall be entitled to indemnification,
advancement of expenses and reimbursement as directors of the Company pursuant
to its Restated Articles of Incorporation, By-Laws, resolutions of the Board of
Directors of RSI or otherwise.
16. COMPLIANCE WITH LAW.
(a) Each Grantee, to permit the Company to comply with the Securities Act
of 1933, as amended (the "1933 Act"), and any applicable blue sky or state
securities laws, shall represent in writing to the Company at the time of the
grant of an Award and at the time of the issuance of any Shares thereunder that
such Grantee does not contemplate and shall not make any transfer of any Shares
to be acquired under an Award except in compliance with the 1933 Act and such
Grantee shall enter into such agreements and make such other representations as,
in the opinion of counsel to the Company, shall be sufficient to enable the
Company legally to issue the Shares without registration thereof under the 1933
Act. Certificates representing Shares to be acquired under Awards shall bear
legends as counsel for the Company may indicate are necessary or appropriate to
accomplish the purposes of this Section 16.
(b) If at any time the Committee shall determine that the listing,
registration or qualification of the Shares subject to any Award upon any
securities exchange or under any state or federal law, or the consent or
approval of any government regulatory body, is necessary or desirable as a
condition of, or in connection with, the granting of or issuance of Shares under
such Award, such Shares shall not be issued unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Committee.
17. AMENDMENT OF THE PLAN.
The Committee may at any time (i) terminate this Plan or (ii) modify or amend
this Plan in any respect, except that, to the extent required to maintain the
qualification of this Plan under Section 16 of the 1934 Act, or as otherwise
required to comply with applicable law or the regulations of any stock exchange
on which the Shares are listed, the Committee may not, without shareholder
approval, (A) materially increase the benefits accruing to Grantees under this
Plan, (B) materially increase the number of securities which may be issued under
this Plan or (C) materially modify the requirements as to eligibility for
participation in this Plan. Should this Plan require amendment to maintain
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<PAGE> 43
full legal compliance because of rules, regulations, opinions or statutes issued
by the SEC, the U.S. Department of the Treasury or any other governmental or
governing body, then the Committee or the Board may take whatever action,
including but not limited to amending or modifying this Plan, is necessary to
maintain such compliance. The termination or any modification or amendment of
this Plan shall not, without the consent of any Grantee involved, adversely
affect his rights under an Award previously granted to him.
18. EFFECTIVE DATE AND TERM OF THE PLAN.
(a) This Plan shall become effective on May 5, 1995, subject to the
approval of the shareholders of RSI.
(b) Unless previously terminated in accordance with Section 17 of this
Plan, this Plan shall terminate on the close of business on May 4, 2005, after
which no Awards shall be granted under this Plan. Such termination shall not
affect any Awards granted prior to such termination.
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<PAGE> 44
APPENDIX B
PROXY
RYDER SYSTEM, INC.
ANNUAL MEETING - MAY 5, 2000
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints M. Anthony Burns,
Corliss J. Nelson and Vicki A. O'Meara, and each of them, as true and lawful
agents and proxies with full power of substitution in each, to represent the
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, 2000, at the
Annual Meeting of Shareholders to be held at the Miami Airport Hilton and
Towers, 5101 Blue Lagoon Drive, Miami, Florida, on Friday, May 5, 2000 and at
any adjournment thereof, on all matters to come before the meeting.
ELECTION OF DIRECTORS. NOMINEES: COMMENTS: (CHANGE OF ADDRESS)
(01) M. Anthony Burns, (02) Edward T. ______________________________
Foote II, (03) John A. Georges and
(04) Gregory T. Swienton for a term of ______________________________
office expiring at the 2003 Annual
Meeting. ______________________________
(If you have written on the 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' RECOMMENDATIONS. HOWEVER, PLEASE SIGN THE CARD IN
ANY EVENT SINCE THE PROXY COMMITTEE CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND
RETURN THIS CARD.
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
<PAGE> 45
PLEASE MARK
[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 PROPOSALS 2 AND 3 AND AGAINST PROPOSALS 4 AND 5.
<TABLE>
<CAPTION>
Directors recommend a vote "FOR"
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of [ ] [ ] 2. Ratification of an [ ] [ ] [ ]
Directors. Amendment to the
(see reverse) Ryder System, Inc.
1995 Stock Incentive
Plan.
3. Ratification of KPMG [ ] [ ] [ ]
LLP as auditors.
----------------------------------
For, except vote withheld from the
nominees(s) listed above
- ----------------------------------------------------------------------------------------------
Directors recommend a vote "AGAINST"
- -------------------------------------------------------------
FOR AGAINST ABSTAIN
4. Shareholder Proposal [ ] [ ] [ ]
relating to Annual Elec-
tion of all Directors.
5. Shareholder Proposal [ ] [ ] [ ]
proposing the sale of the
Company entitled "Maximize
Value Resolution".
- -------------------------------------------------------------
Change of Address/ [ ]
Comments on
Reverse Side
In their discretion said proxies may vote for a
new nominee of management, if any nominee has
become unavailable, and any other matters
properly coming 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.
Signature:_______________________ Date: _________ Signature: ____________________ Date:________
</TABLE>
