Form 8-K RYDER SYSTEM INC For: Aug 31
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E-mailUNITED 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): | August 31, 2015 | |
Ryder System, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
Florida | 1-4364 | 59-0739250 |
_____________________ (State or other jurisdiction | _____________ (Commission | ______________ (I.R.S. Employer |
of incorporation) | File Number) | 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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) Ryder System, Inc. (the Company) has appointed Scott Allen, age 47, to serve as the Company's Vice President and Controller and principal accounting officer effective August 31, 2015. Mr. Allen will replace Ms. Cristina Gallo-Aquino, who, as previously reported, has been appointed as the Company's Vice President and Chief Financial Officer of the Company's Fleet Management Solutions business. Mr. Allen joins Ryder from Altera Corporation, a global semiconductor company, where he most recently held the position of Vice President, Business Finance and Financial Planning and Analysis since 2012. From 2010 to 2012, Mr. Allen served as Altera's Vice President, Corporate Controller. From 2008 to 2010, he served as the Assistant Corporate Controller. Prior to joining Altera, Mr. Allen held roles of increasing responsibility in accounting, finance and audit at various divisions of General Electric, KB Toys, Dominion Resources and Ernst & Young. Mr. Allen began his career as an accountant at KPMG. He holds a bachelor’s degree in accounting (magna cum laude) from Siena College and is a Certified Public Accountant. The Company issued a press release on August 31, 2015 announcing Mr. Allen's appointment, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The following compensation arrangements for Mr. Allen have been approved: (1) annual base salary of $300,000, (2) annual target bonus opportunity equal to 70% of his base salary (guaranteed to be paid out at target for the 2015 performance year), (3) a sign-on bonus of $100,000 and (4) a long-term incentive award of 5,000 time-based restricted stock rights, granted on the first day of Mr. Allen's employment. The time-based restricted stock rights will not vest until the third anniversary of the grant date. In addition, subject to certain conditions, the Company will reimburse Mr. Allen for his relocation costs and expenses. The compensation arrangements described above are reflected in an employment offer letter, a copy of which is attached hereto as Exhibit 10.1. The foregoing summary is qualified in its entirety by reference to the full text of the offer letter.
There is no arrangement or understanding between Mr. Allen and any other person pursuant to which Mr. Allen was appointed as Vice President and Controller and principal accounting officer. There are no family relationships between Mr. Allen and any of the Company’s directors or executive officers, and the Company has not entered into any transactions with Mr. Allen requiring disclosure under Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit | Description |
10.1 | Employment Offer Letter for Scott Allen |
99.1 | Press Release issued by Ryder System, Inc. on August 31, 2015 announcing the appointment of Scott Allen as Vice President and Controller |
SIGNATURES
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.
Ryder System, Inc. | ||||
August 31, 2015 | By: | /s/ Robert D. Fatovic | ||
Name: Robert D. Fatovic | ||||
Title: Executive Vice President, Chief Legal Officer & Corporate Secretary | ||||
Exhibit 10.1
July 23, 2015
Scott R. Allen
[Address]
Dear Scott:
I am pleased to confirm our verbal offer of employment for the position of Vice President, Chief Accounting Officer & Controller, Ryder System, Inc. Your employment will commence on a date mutually agreeable to you and Ryder. Your appointment to this position is subject to the approval of the Board of Directors.
This position is offered to you at an annual base salary of $300,000.00. Your annual cash incentive opportunity will be 70% of eligible base salary. The award is based on the Ryder System, Inc. 2012 Equity and Incentive Compensation Plan and is paid in February of each year for the preceding year, as approved by the Board of Directors. For the 2015 performance year, you will receive the target amount for the full year.
During your first week of employment, you will be paid a $100,000 sign-on bonus. Please be advised that if you sever your employment before one year of service, you will be required to repay this sign-on bonus. The attached Sign-On Bonus Payback agreement must be signed and returned on or before your first day of employment.
An initial long-term incentive award of 5,000 Time-Vested Restricted Stock rights is being recommended and is subject to the approval of the Compensation Committee of the Board of Directors. Your award will be delivered on your first day of employment and will cliff vest three years from your date of employment.
As with any other executive, your eligibility for future awards will be subject to the company’s Long-Term Incentive Program administered by the Board of Directors. Annual awards are awarded in February and are delivered in a combination of stock options, performance-based restricted stock, time-vested restricted stock and performance-based cash. Terms and conditions, as well as vesting schedules are delivered when the award is made.
Stock ownership by management is valued at Ryder. Accordingly, a stock ownership guideline of one (1) times base salary has been established for your position. You will have five years from your date of hire to reach your required stock ownership level. While five years have been allotted as the maximum time frame over which to accumulate full stock ownership levels, you should meet a pro-rata portion of the stock ownership guideline for each month in your position.
Your new position also includes the following executive perquisites: a monthly car allowance of $800; an annual executive perquisite allowance of $2,700 per year, (you will receive a pro-rata allowance); and an annual tax preparation and financial planning allowance of up to $3,000 per year. Additional executive perquisites include Executive Life Insurance providing coverage equal to three times base pay, supplemental long-term disability coverage in addition to any underlying coverage in place; and twenty-four hour travel accident insurance. The perquisites offered to executives are subject to change at the discretion of the Board of Directors.
You are also eligible for a full-reimbursement relocation package. When you are ready to relocate, you should contact Cary Mahaffey with Relocation Services who will assist you with your move. She can be reached at (305) 500-5870.
You are also eligible for Ryder System, Inc. employee benefits as summarized in the enclosed Benefits at a Glance. Please note that your coverage under Ryder's benefit plan will be effective on the first day of the month following 60 days (not to exceed 90 days) of continuous full-time, active employment, however, you must enroll within 45 days of your date of hire. Your enrollment package will be sent to you from the Ryder BenefitsNow Service Center shortly after you are hired. It will reflect both the deadline to enroll and your benefits effective date. If you do not receive your enrollment package, please contact the BenefitsNow Service Center at 800-280-2999 or if you prefer, you may enroll on-line at www.Ryder.BenefitsNow.com.
In addition, Ryder agrees to reimburse you for the difference between the cost of Ryder’s medical and dental coverage and the COBRA health insurance premiums through your present employer until such time as your Ryder health insurance becomes effective.
Government regulations require that we verify identity and employment eligibility of all new employees within three business days of their date of hire. Please be prepared to submit proper documentation on your start date.
This offer letter is contingent upon your successful completion of a background check and a post-offer drug screening test.
This is a letter of offer and not to be construed as a formal contract of employment. We hope you understand that we must confirm your employment to be on an “at will” basis. Neither our stating your salary or wages in annualized terms nor our comments and representations in other respects are intended to express or imply that you will be working either for any particular duration or under a contract of employment.
Scott, I am looking forward to working with you. Please call me at (305) 500-5494 or Frank Lopez, SVP Human Resources at (305) 500-4497 should you have any questions regarding this offer.
Sincerely,
/s/ Art Garcia
July 23, 2015
To: Art Garcia
From: Scott Allen
Re: Acceptance of Offer Letter
I acknowledge and understand the terms and contingencies of this offer and hereby accept this offer of employment with Ryder
/s/ Scott Allen
_________________________________________
Signature
Scott Allen
__________________________________________
Print Name
7/23/15
___________________________________________
Date Signed
This acceptance should be returned to Frank Lopez via email at [email protected].
SIGN-ON BONUS PAYBACK AGREEMENT
I understand that if I voluntarily terminate my employment with the company, or I am terminated for cause prior to twelve (12) months from the effective date of my hire, I am responsible for repaying the company a pro-rated monthly amount of the sign-on bonus.
If I leave the company prior to twelve months from the effective date of my hire, I understand that my signature on this document will allow the company (state law permitting) to withhold from my final paycheck, any sign-on bonus amount due the company. Any amount in excess of my final paycheck I will repay, within thirty (30) days of my last day of employment.
/s/ Scott Allen 7/23/15
Employee Signature Date
Scott Allen
Print complete name above
Please return this Agreement to Frank Lopez on or prior to your first day of employment.
Exhibit 99.1
News Release
Contacts: Media: Investor Relations:
David Bruce Bob Brunn
(305) 500-4999 (305) 500-4210
Ryder Appoints Scott Allen Vice President and Controller
MIAMI, August 31, 2015 - Ryder System, Inc. (NYSE: R), a leader in commercial fleet management, dedicated transportation, and supply chain solutions, today announced the appointment of Scott Allen to the position of Vice President and Controller. In this position, Mr. Allen serves as Ryder’s principal accounting officer and is responsible for corporate accounting and planning, internal and external financial reporting, vehicle administration, as well as accounting for insurance, benefits, payroll and sales tax.
TWEET THIS: @RyderPR appoints Scott Allen VP and Controller
Mr. Allen joins Ryder from Altera Corporation, where he most recently held the position of Vice President, Business Finance and Financial Planning and Analysis. During his seven-year tenure at Altera, he also served as the company’s Vice President, Corporate Controller and Assistant Corporate Controller. Throughout Mr. Allen’s career, he has held roles of increasing responsibility in accounting, finance, and audit at various divisions of General Electric, KB Toys, Dominion Resources and Ernst & Young. Mr. Allen began his career as an accountant at KPMG. He holds a bachelor’s degree in accounting (magna cum laude) from Siena College and is a Certified Public Accountant.
“Scott brings 25 years of finance and accounting experience and the ability to lead and motivate large global teams to this important role,” said Executive Vice President and Chief Financial Officer, Art Garcia.
Mr. Allen succeeds Cristina Gallo-Aquino, who, as previously reported, has taken a new role at Ryder as Vice President and Chief Financial Officer of Fleet Management Solutions, the Company’s largest business segment.
About Ryder
Ryder is a FORTUNE 500® commercial fleet management, dedicated transportation, and supply chain solutions company. Ryder’s stock (NYSE: R) is a component of the Dow Jones Transportation Average and the Standard & Poor’s 500 Index. Ryder has been named among FORTUNE’s World’s Most Admired Companies, and has been recognized for its industry-leading practices in third-party logistics, environmentally-friendly fleet and supply chain solutions, and world-class safety and security programs. The Company is a proud member of the American Red Cross Disaster Responder Program, supporting national and local disaster preparedness and response efforts. For more information, visit www.ryder.com, and follow us on our Online Newsroom, Facebook, LinkedIn, Twitter, and YouTube.
###
Note Regarding Forward-Looking Statements: Certain statements and information included in this news release are "forward-looking statements" within the meaning of the Federal Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on our current plans and expectations and are subject to risks, uncertainties and assumptions. Accordingly, these forward-looking statements should be evaluated with consideration given to the many risks and uncertainties that could cause actual results and events to differ materially from those in the forward-looking statements including those risks set forth in our periodic filings with the Securities and Exchange Commission. New risks emerge from time to time. It is not possible for management to predict all such risk factors or to assess the impact of such risks on our business. Accordingly, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
67-15
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