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R > SEC Filings for R > Form 8-K on 13-Feb-2014All Recent SEC Filings

Show all filings for RYDER SYSTEM INC

Form 8-K for RYDER SYSTEM INC


13-Feb-2014

Change in Directors or Principal Officers, Financial Statements and Exhibits


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Compensatory Arrangements of Certain Officers.

2014 Long-Term Incentive Awards

On February 7, 2014, our Board of Directors approved the following 2014
long-term incentive awards for Mr. Sanchez and each of our other named executive
officers. Similar to last year, the long-term incentive award approved for each
named executive officer was comprised of stock options, performance based
restricted stock rights (PBRSRs) and performance based cash awards (PBCA).

Named Executive Officer Number of Options Number of PBRSRs Value of PBCA
Robert E. Sanchez            93,415            19,600        $700,008
Art A. Garcia                22,020            4,620         $164,990
Dennis C. Cooke              25,625            5,375         $192,035
John H. Williford            22,420            4,705         $167,925
Robert D. Fatovic            16,280            3,415         $122,087

The performance criteria, vesting criteria and terms and conditions for the stock options, PBRSRs and PBCA are the same as for the 2013 awards. The Terms and Conditions for the 2013 awards were previously filed with the Securities and Exchange Commission.

2014 Annual Cash Incentive Awards

On February 7, 2014, our Board of Directors adopted new terms and conditions for the annual cash incentive awards granted to our named executive officers (the "Awards"). The Awards are designed to continue to enable us to structure the annual cash incentives to executives as performance based compensation for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended, and thereby exclude these payments from the limitations on the deductibility of certain executive compensation otherwise imposed by Section 162(m). Under the terms of the Awards, a committee of outside directors (as defined in Section
162(m)) determines the executives who are eligible to participate, the target and actual awards granted (including the performance targets upon which the awards will be based), the level of satisfaction of the performance targets and the actual amount of the payout under the Awards. We intend that the payout under the 2014 annual cash incentive awards will be determined based on the same performance criteria used for the 2013 annual cash incentive awards. The Form of Terms and Conditions for the 2014 annual cash incentive awards for the named executive officers are attached as Exhibit 10.4(v) to this Current Report on Form 8-K.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 Exhibit No.                              Description

   10.4(v)     Form of Terms and Conditions applicable to 2014 annual cash
               incentive awards granted to named executive officers under the
               Ryder System, Inc. 2012 Equity and Incentive Compensation Plan.


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