RYDER SYSTEM INC

The proposal requests that the Board amend its governing documents and Corporate Governance Guidelines to require that the roles of Board Chair and CEO be held by two separate individuals and that the Chair be an independent director. It allows the Board to appoint a non-independent interim chair only while it seeks an independent Chair and contemplates phased implementation tied to CEO contract renewal or transition. The proponent frames the change as improving oversight, impartiality and accountability, and cites Ryder's 2025 operating and share-price challenges as motivation for stronger independent board leadership. The proposal is advisory in nature and would require the Board to adopt the described policy changes if implemented.