DEFA14A: Ryder Urges Shareholders to Vote FOR Director Nominees, AGAINST Climate Proposals at 2024 Annual Meeting

Ryder System, Inc. is urging shareholders to vote in accordance with the Board of Directors' recommendations at the 2024 Annual Meeting, specifically voting FOR the election of director nominees and AGAINST shareholder proposals related to climate risk and reporting.

Summary

• Ryder is holding its 2024 Annual Meeting of Shareholders on May 3, 2024.
• The company is asking shareholders to vote FOR each of the director nominees in Proposal 1 and AGAINST shareholder Proposals 4 and 5.
• Ryder highlights its strong financial performance in 2023, including a stock price increase from $77.43 to $115.06, a three-year shareholder return of 103%, an adjusted ROE of approximately 19%, total revenue of $11.8 billion, and comparable EPS of $12.95.
• The company believes its director nominees are highly qualified and diverse, and that they will contribute to long-term shareholder value.
• Ryder achieved its near-term greenhouse gas (GHG) emissions reduction targets ahead of schedule.
• The company believes that setting new emissions reduction targets, as requested by Proposal 4, is not appropriate at this time due to the lack of appropriate third-party standards for reporting Scope 3 emissions.
• Ryder believes its current reporting through its annual Corporate Sustainability Report (CSR) and CDP provides shareholders with sufficient information on its environmental initiatives and their impacts.
• Creating an additional report, as requested by Proposal 5, would be an inefficient use of the company's resources.

Sentiment

Score: 7

Explanation: The document conveys a positive sentiment due to the strong financial performance and progress on sustainability initiatives. However, the recommendation to vote against shareholder proposals related to climate risk and reporting introduces a slightly cautious tone.

Positives

• Ryder demonstrated strong financial performance in 2023.
• The company's stock price increased significantly.
• Ryder achieved a high shareholder return.
• The company delivered a strong adjusted ROE.
• Ryder generated substantial revenue and EPS.
• The company's Board of Directors is diverse and experienced.
• Ryder achieved its near-term greenhouse gas (GHG) emissions reduction targets ahead of schedule.
• The company provides shareholders with sufficient information on its environmental initiatives.

Negatives

• The company is recommending that shareholders vote against proposals related to climate risk and reporting.

Risks

• The company cites a challenging freight environment.
• The company believes that setting new emissions reduction targets, as requested by Proposal 4, is not appropriate at this time due to the lack of appropriate third-party standards for reporting Scope 3 emissions.
• The company believes that creating an additional report, as requested by Proposal 5, would be an inefficient use of the company's resources.

Future Outlook

Ryder expects investments in sustainability initiatives to benefit the company and its shareholders and remains focused on managing its environmental footprint through efficiency and innovation.

Management Comments

• Ryder demonstrated strong financial performance in 2023.
• Our balanced growth strategy continued to deliver strong results despite a challenging freight environment.
• We believe our director nominees, individually and collectively, have the qualifications, expertise and willingness to significantly contribute to our Board and to create long-term shareholder value.
• We achieved all these emissions reduction targets ahead of schedule.
• Our Board and management are best positioned to determine the initiatives that are appropriate for the Company's circumstances and needs.

Industry Context

The document reflects the increasing pressure on companies to address climate change and disclose their environmental impact, as evidenced by the shareholder proposals. Ryder's response highlights the challenges of setting and achieving emissions reduction targets, particularly regarding Scope 3 emissions, which are often difficult to measure and control. The company's focus on sustainability reporting and engagement with stakeholders aligns with broader industry trends.

Comparison to Industry Standards

• Ryder's adjusted ROE of approximately 19% is a strong performance metric, potentially placing it favorably compared to peers in the transportation and logistics industry.
• Many companies are grappling with Scope 3 emissions reporting, and Ryder's cautious approach reflects the current lack of standardized methodologies.
• Ryder's existing sustainability reporting through its annual CSR and CDP aligns with common industry practices, but some investors are pushing for more detailed and comprehensive disclosures.

Stakeholder Impact

• Shareholders are impacted by the company's financial performance and strategic decisions.
• Employees are impacted by the company's investments in development and training programs.
• Customers are impacted by the company's sustainability initiatives and service offerings.
• Communities are impacted by the company's philanthropic engagement through the Ryder Charitable Foundation.

Next Steps

• Shareholders are urged to vote on the proposals outlined in the Proxy Statement before the Annual Meeting on May 3, 2024.

Key Dates

Keywords

shareholder vote, proxy statement, annual meeting, director nominees, climate risk, sustainability, emissions reduction, Ryder