Ryder System Inc | Separate Chair & CEO at Ryder System Inc

Status
Filed
Previous AGM date
Resolution details
Lead filer
John Chevedden
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • CEO / chair duality
Type of vote
Shareholder proposal
Filer type
Shareholder
Company HQ country
United States
Resolved clause
RESOLVED : Shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary including the Corporate Governance Guidelines in order that 2 separate people hold the office of the Chairman and the office of the CEO as soon as possible.
Supporting statement
The Chairman of the Board shall be an Independent Director. An independent Lead Director shall not be a substitute for an independent Board Chairman. The Board shall have the discretion to select an interim Chairman of the Board, who is not an Independent Director, to serve while the Board is required to seek an Independent Chairman of the Board on an accelerated basis. This policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition although it is better to adopt it now to obtain the maximum benefit. An independent Board Chairman at all times improves corporate governance by bringing impartiality, objective oversight, and external expertise to board decisions, mitigating conflicts of interest, enhancing transparency, and boosting shareholder confidence. This detached perspective allows the chairman to focus on shareholder interests , strengthen management accountability, and provide critical checks and balances, ultimately contributing to long-term sustainability and credibility. An independent Board Chairman could help Ryder deal with unfavorable news reports like those that emerged in 2025. In October 2025, Ryder's stock fell sharply (dropping over 9% in one afternoon session) after its third-quarter financial results missed Wall Street's revenue and earnings per share (EPS) expectations, highlighting ongoing cyclical headwinds. Ryder?s total revenue was flat year-over-year. Across Q1, Q2, and Q3 2025, reports consistently noted that weak freight market conditions, lower rental demand, and a decline in used vehicle sales and pricing negatively impacted Ryder?s Fleet Management Solutions segment earnings. Ryder revised its 2025 return on equity forecast downward and lowered its general earnings guidance due to the persistent challenges in rental and used vehicle sales markets. An analysis noted that escalating operating expenses were adversely affecting Ryder?s bottom line and contributed to the stock receiving a Zacks Rank #4 (Sell). Ryder's decision to increase used vehicle wholesale volumes to manage inventory that was aged resulted in lower profit margins and negatively impacted its used vehicle sales results. The prolonged freight downturn and general economic uncertainty led to some customers delaying decisions on contractual sales or downsizing their fleets, creating "near-term contractual sales headwinds."

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