Shareholder Vote

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2018 RYDER SYSTEM, INC. (Exact name of registrant as specified in its charter) Florida 1-4364 59-0739250 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 11690 NW 105th Street Miami, Florida 33178 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (305) 500-3726 Not Applicable (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below): o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company     ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ¨ Item 5.07 Submission of Matters to a Vote of Security Holders. At the 2018 Annual Meeting of Shareholders ("Annual Meeting") of Ryder System, Inc. ("Ryder") held on May 4, 2018, our shareholders voted as indicated below on the following proposals. All proposals passed and each director nominee was re-elected. 1. Election of twelve directors for a one-year term of office expiring at the 2019 Annual Meeting.     Nominee   Votes Cast For Votes Cast Against Abstentions Broker Non-Votes 1a.   John M. Berra   43,205,185 739,765 71,404 3,309,537 1b.   Robert J. Eck   43,627,634 305,184 82,906 3,309,537 1c.   Robert A. Hagemann   43,022,067 922,599 71,688 3,309,537 1d.   Michael F. Hilton   36,684,408 7,260,402 71,544 3,309,537 1e.   Tamara L. Lundgren   42,593,070 1,353,734 69,550 3,309,537 1f.   Luis P. Nieto, Jr.   43,471,419 476,005 68,930 3,309,537 1g.   David G. Nord   43,854,610 78,093 83,651 3,309,537 1h.   Robert E. Sanchez   42,322,388 1,490,526 203,440 3,309,537 1i.   Abbie J. Smith   42,475,721 1,471,066 69,567 3,309,537 1j.   E. Follin Smith   43,469,306 475,456 71,592 3,309,537 1k.   Dmitri L. Stockton   43,858,763 83,868 73,723 3,309,537 1l.   Hansel E. Tookes, II   42,003,441 1,941,595 71,318 3,309,537 2. Ratification of PricewaterhouseCoopers LLP as our independent registered certified public accounting firm for the 2018 fiscal year. Votes Cast For Votes Cast Against Abstentions Broker Non-Votes 46,370,514 905,333 50,044 — 3. Approval, on an advisory basis, of the compensation of our named executive officers. Votes Cast For Votes Cast Against Abstentions Broker Non-Votes 41,834,009 2,118,420 63,925 3,309,537 4. Approval of amendments to our Restated Articles of Incorporation and By-Laws to authorize shareholder action by written consent. Votes Cast For Votes Cast Against Abstentions Broker Non-Votes 42,900,183 1,064,429 51,742 3,309,537 5. Vote on a shareholder proposal on simple majority voting. Votes Cast For Votes Cast Against Abstentions Broker Non-Votes 32,938,319 10,932,373 145,662 3,309,537 As previously disclosed in Ryder's definitive proxy statement filed with the Securities and Exchange Commission on March 19, 2018 (the "Proxy Statement"), Proposal 4 required 75% of shares outstanding to pass. Proposal 4 received the required number of votes to pass. Following the Annual Meeting, Ryder's Restated Articles of Incorporation and By-Laws were amended to incorporate the proposed changes disclosed in the Proxy Statement and the Articles of Amendment were filed with the Florida Department of State on May 4, 2018. Copies of the conformed Restated Articles of Incorporation, as amended, the Articles of Amendment to the Restated Articles of Incorporation and a marked copy of the conformed By-Laws, as amended, are filed with this report as Exhibits 3.1(a), 3.1(b) and 3.2, respectively. Item 9.01 (d) Exhibits The following exhibits are filed as part of this Current Report on Form 8-K: Exhibit 3.1(a)         Ryder System, Inc. Restated Articles of Incorporation, as amended through May 4, 2018 Exhibit 3.1(b) Articles of Amendment dated May 4, 2018 to the Ryder System, Inc. Restated Articles of Incorporation Exhibit 3.2         Ryder System, Inc. By-Laws, as amended through May 4, 2018 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.         Date: May 9, 2018 RYDER SYSTEM, INC. (Registrant)   By: /s/ Robert D. Fatovic   Name: Robert D. Fatovic   Title: Executive Vice President, Chief Legal Officer & Corporate Secretary