Table of Contents
| o Preliminary Proxy Statement |
o Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
|
|
| x Definitive Proxy Statement | ||
| o Definitive Additional Materials | ||
| o Soliciting Material under Rule 14a-12 | ||
| x | No fee required. |
| (1) | Title of each class of securities to which transaction applies: |
| (2) | Aggregate number of securities to which transaction applies: |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| (4) | Proposed maximum aggregate value of transaction: |
| (5) | Total fee paid: |
| o | Fee paid previously with preliminary materials: |
| o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| (1) | Amount Previously Paid: |
| (2) | Form, Schedule or Registration Statement No.: |
| (3) | Filing Party: |
| (4) | Date Filed: |
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Time:
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11:00 a.m. | |||
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Date:
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Friday, May 5, 2006 | |||
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Place:
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Hilton Miami Airport and Towers 5101 Blue Lagoon Drive Miami, Florida 33126 |
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Purpose:
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1. | To elect five directors. | ||
| 2. | To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor. | |||
| 3. | To consider any other business that is properly presented at the meeting. | |||
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Who May Vote:
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You may vote if you were a record owner of Ryder common stock at the close of business on March 10, 2006. | |||
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Proxy Voting:
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Your vote is important. You may vote by signing, dating and returning your proxy card in the enclosed proxy envelope, by calling the toll free number on the proxy card or via the Internet using the instructions on the proxy card. | |||
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Table of Contents
1
Q:
Why am I receiving this proxy statement?
A:
You are receiving this proxy statement because you own shares of
Ryder common stock that entitle you to vote at the 2006 Annual
Meeting of Shareholders. The Board of Directors is soliciting
proxies from shareholders who wish to vote at the meeting. By
use of a proxy, you can vote even if you do not attend the
meeting. This proxy statement describes the matters on which you
are being asked to vote and provides information on those
matters so that you can make an informed decision. The notice of
annual meeting, this proxy statement and the proxy card are
being mailed to shareholders on or about March 24, 2006.
Q:
When and where is the annual meeting?
A:
We will hold the annual meeting on Friday, May 5, 2006, at
11:00 a.m. Eastern Daylight Time at Hilton Miami Airport
and Towers, 5101 Blue Lagoon Drive, Miami, Florida 33126. A map
with directions to the meeting can be found on the enclosed
proxy card.
Q:
What am I voting on?
A:
You are voting on two proposals:
1. Election of directors as follows: John M. Berra, Daniel
H. Mudd, E. Follin Smith and Gregory T. Swienton for a
three-year term expiring at the 2009 annual meeting of
shareholders and L. Patrick Hassey for a two-year term expiring
at the 2008 annual meeting of shareholders.
2. Ratification of the appointment of
PricewaterhouseCoopers LLP as the Company’s independent
auditor.
Q:
What are the voting recommendations of the Board of
Directors?
A:
The Board recommends that you vote:
• FOR election of each of the director nominees
• FOR ratification of the appointment of
PricewaterhouseCoopers LLP as the Company’s independent
auditor
Q:
Who can vote?
A:
Holders of Ryder common stock at the close of business on
March 10, 2006 are entitled to vote their shares at the
annual meeting.
Q:
What is a shareholder of record?
A:
You are a shareholder of record if you are registered as a
shareholder with the Company’s transfer agent,
Computershare Trust Company, N.A.
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2
Q:
What is a beneficial shareholder?
A:
You are a beneficial shareholder if a brokerage firm, bank,
trustee or other agent (the “nominee”) holds your
shares. This is often called ownership in “street
name,” since your name does not appear anywhere in the
Company’s records.
Q:
What shares are reflected on my proxy?
A:
Your proxy reflects all shares owned by you at the close of
business on March 10, 2006. For participants in
Ryder’s 401(k) Plan, shares held in your account as of that
date are included in your proxy.
Q:
How many shares are entitled to vote?
A:
As of March 10, 2006, the record date for the annual
meeting, there were 60,674,822 shares of common stock
outstanding and entitled to vote. Each share is entitled to one
vote.
Q:
How many votes are needed for the proposals to pass?
A:
The affirmative vote of the holders of at least a majority of
the total number of shares outstanding and entitled to vote, or
30,337,412 shares, is required for the election of each
director and for approval of each proposal to be presented at
the meeting.
Q:
What is a quorum?
A:
A quorum is the minimum number of shares required to hold a
meeting. Under Ryder’s By-Laws, the holders of a majority
of the total number of shares outstanding and entitled to vote
at the meeting, or 30,337,412 shares, must be present in
person or represented by proxy for a quorum. Broker non-votes
and proxies received but marked as abstentions will be included
in the calculation of the number of votes considered to be
present at the meeting. A broker non-vote occurs when a broker
or other nominee who holds shares for another does not vote on a
particular item because the nominee does not have discretionary
voting authority for that item and has not received instructions
from the owner of the shares.
Q:
Who can attend the annual meeting?
A:
Only shareholders and their guests are invited to attend the
annual meeting. To gain admittance, you must bring a form of
personal identification to the meeting, where your name will be
verified against our shareholder list. If a broker or other
nominee holds your shares and you plan to attend the meeting,
you should bring a recent brokerage statement showing your
ownership of the shares and a form of personal identification.
Q:
If I plan to attend the annual meeting, should I still vote
by proxy?
A:
Yes. Casting your vote in advance does not affect your right to
attend the annual meeting. Written ballots will be available at
the meeting for shareholders of record. If you send in your
proxy card and also attend the meeting, you do not need to vote
again at the meeting unless you want to change your vote.
Beneficial shareholders who wish to vote in person must request
a proxy from the nominee and bring that proxy to the annual
meeting.
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3
Q:
Who pays the cost of this proxy solicitation?
A:
The Company pays the cost of soliciting your proxy and
reimburses brokerage firms and others for forwarding proxy
materials to you. We have hired D.F. King & Co., Inc.,
a proxy solicitation firm, to assist with the distribution of
proxy materials and the solicitation of votes at an estimated
cost of $19,500, plus
out-of-pocket expenses.
In addition to solicitation by mail, solicitations may also be
made by personal interview, letter, fax and telephone.
Q:
What is Householding?
A:
The Securities and Exchange Commission’s Householding rule
affects the delivery of the Company’s annual disclosure
documents (such as annual reports, proxy statements and other
information statements) to shareholders. Under this rule, the
Company is allowed to deliver a single set of the Company’s
annual report and proxy statement to multiple shareholders at a
shared address or household, unless a shareholder at that shared
address delivers contrary instructions to the Company through
its transfer agent, Computershare Trust Company, N.A. Each
shareholder will continue to receive a separate proxy card or
voting instruction card even when a single set of materials is
sent to a shared address under the Householding program. The
Householding program is designed to reduce the expense to the
Company of sending multiple disclosure documents to the same
address.
If you are a registered shareholder and you want to request a
separate copy of this proxy statement or accompanying annual
report, you may contact the Company’s Investor Relations
Department by calling (305) 500-4053, in writing at Ryder
System, Inc., Investor Relations Department, 11690 N.W.
105th Street, Miami, Florida 33178, or by
e-mail to
RyderforInvestors@ryder.com,and a copy will be promptly
sent to you. If you wish to receive separate documents in future
mailings, please contact Computershare by calling (800)
730-4001, in writing at Computershare, P.O. Box 43010,
Providence, RI 02940-3010, or by
e-mail at
shareholder-equiserve@computershare.com. The
Company’s 2005 annual report and this proxy statement are
also available through the Company’s website at
www.ryder.com.
Two or more shareholders sharing an address can request delivery
of a single copy of annual disclosure documents if they are
receiving multiple copies by contacting Computershare in the
manner set forth above.
If a broker or other nominee holds your shares, please contact
such holder directly to inquire about the possibility of
Householding.
Q:
How do I vote?
A:
If you are a shareholder of record, you may vote on the
Internet, by telephone or by signing, dating and mailing your
proxy card. Detailed instructions for Internet and telephone
voting are set forth on the enclosed proxy card.
If your shares are held in Ryder’s 401(k) Plan, the
enclosed proxy will serve as a voting instruction for the
trustee of Ryder’s 401(k) Plan who will vote your shares as
you instruct. To allow sufficient time for the trustee to vote,
your voting instructions must be received by May 2, 2006.
If the trustee does not receive your instructions by that date,
the trustee will vote the shares you hold in the Ryder 401(k)
Plan in the same proportion as those shares in the Ryder 401(k)
Plan for which voting instructions were received.
If you are a beneficial shareholder, you must follow the voting
procedures of your broker, bank or trustee included with your
proxy materials.
Q:
Who tabulates the votes?
A:
The Board has appointed Computershare Trust Company, N.A. as the
independent Inspector of Election. Representatives of
Computershare will count the votes.
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4
Q:
Is my vote confidential?
A:
Yes. The voting instructions of shareholders of record will only
be available to the Inspector of Election (Computershare)
and proxy solicitor (D.F. King). Voting instructions for
employee benefit plans will only be available to the plans’
trustees and the Inspector of Election. The voting instructions
of beneficial shareholders will only be available to the
shareholder’s bank, broker or trustee. Your voting records
will not be disclosed to the Company unless required by a legal
order, requested by you or cast in a contested election.
Q:
What if I abstain or withhold authority to vote on a
proposal?
A:
If you sign and return your proxy card marked
“abstain” or “withhold” on any proposal,
your shares will not be voted on that proposal and will not be
counted as votes cast in the final tally of votes with regard to
that proposal. However, your shares will be counted for purposes
of determining whether a quorum is present. Accordingly, a
marking of “abstain” or “withhold” on any
proposal will have the same effect as a vote against the
proposal.
Q:
What if I sign and return my proxy card without making any
selections?
A:
If you sign and return your proxy card without making any
selections, your shares will be voted “for” proposals
1 and 2. If other matters come before the meeting (such matters
having been presented to the Company at least 45 days
before the date of this proxy statement), the proxy committee
will have the authority to vote on those matters for you at
their discretion. At this time, we are not aware of any matters
that will come before the meeting other than those disclosed in
this proxy statement.
Q:
What if I am a beneficial shareholder and I do not give the
nominee voting instructions?
A:
If you are a beneficial shareholder and your shares are held in
the name of a broker, the broker is permitted to vote your
shares on the election of directors and the ratification of the
appointment of PricewaterhouseCoopers LLP as the Company’s
independent auditor even if the broker does not receive voting
instructions from you.
If you are a beneficial shareholder and your shares are held by
a bank, trustee or other agent, your shares will not be voted.
Q:
How do I change my vote?
A:
A shareholder of record may revoke a proxy by giving written
notice of revocation to the Company’s Corporate Secretary
before the meeting, by delivering a later-dated proxy (either in
writing, by telephone or over the Internet), or by voting in
person at the annual meeting.
If you are a beneficial shareholder, you may change your vote by
following the nominee’s procedures for revoking or changing
your proxy.
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5
Q:
When are shareholder proposals for next year’s annual
meeting due?
A:
To be considered for inclusion in the Company’s 2007 proxy
statement, shareholder proposals must be delivered in writing to
the Company at 11690 N.W. 105th Street, Miami, Florida
33178, Attention: Corporate Secretary, no later than
November 24, 2006.
There are additional requirements under the Company’s
By-Laws and the proxy rules to present a proposal, such as
continuing to own a minimum number of Ryder shares until the
annual meeting and appearing in person at the meeting to explain
your proposal. A copy of the Company’s By-Laws can be
obtained from the Company’s Corporate Secretary. The
By-Laws are also included in the Company’s filings with the
Securities and Exchange Commission which are available on the
SEC’s website at www.sec.gov.
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6
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L. Patrick Hassey,
60, is Chairman,
President and Chief Executive Officer of Allegheny Technologies
Incorporated (ATI), a global leader in the production of
specialty materials. Mr. Hassey was Executive Vice
President and a member of the corporate executive committee of
Alcoa, Inc. from May 2000 until his early retirement in February
2003. He served as Executive Vice President of Alcoa and Group
President of Alcoa Industrial Components from May 2000 to
October 2002. Prior to May 2000, Mr. Hassey served as
Executive Vice President of Alcoa and President of Alcoa Europe,
Inc. Prior to becoming President and Chief Executive Officer of
ATI in October 2003, he was an outside management consultant to
ATI executive management. Mr. Hassey was elected to the Board of Directors in December 2005 and is a member of the Compensation Committee and the Corporate Governance and Nominating Committee. Mr. Hassey is a member of the Board for the Allegheny Conference on Community Development, which serves Southwestern Pennsylvania. |
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|
John M. Berra,
58, is Executive Vice
President of Emerson Electric Company and President of Emerson
Process Management, a global leader in providing solutions to
customers in process control. Mr. Berra joined
Emerson’s Rosemount division as a marketing manager in 1976
and thereafter continued assuming more prominent roles in the
organization until 1997 when he was named President of
Emerson’s Fisher-Rosemount division (now Emerson Process
Management). Prior to joining Emerson, Mr. Berra was an
instrument and electrical engineer with Monsanto Company. Mr. Berra was elected to the Board of Directors in July 2003 and is a member of the Compensation Committee and the Finance Committee. Mr. Berra serves as an advisory director to the Board of Directors of Emerson Electric Company. He also serves as Chairman of the Fieldbus Foundation and is a past Chairman of the Measurement, Control, and Automation Association. |
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Daniel H. Mudd,
47, is President and
Chief Executive Officer of Fannie Mae, the nation’s largest
financer of home mortgages. Prior to being appointed to his
current post in June 2005, Mr. Mudd served as the Vice
Chairman and Chief Operating Officer of Fannie Mae. As Chief
Operating Officer, Mr. Mudd was responsible for
originations, marketing, operations, systems, local outreach and
administration. Prior to joining Fannie Mae in February 2000,
Mr. Mudd served as President and Chief Executive Officer of
GE Capital, Japan. During his career at GE Capital,
Mr. Mudd served in Business Development, International
Financing and European Fleet Services. He served as President of
GE Capital Asia-Pacific from 1996 to 1999. Prior to his tenure
at GE Capital, Mr. Mudd held positions in management
consulting and financial services with Xerox Corporation, Ayers
Whitmore and Company, and the World Bank. Mr. Mudd was elected to the Board of Directors in July 2002 and is a member of the Audit Committee and the Corporate Governance and Nominating Committee. Mr. Mudd serves on the Boards of Directors of Fannie Mae, the Fannie Mae Foundation, Homes for Working Families, the U.S. Chamber of Commerce and Hampton University. He is also a member of the Council on Foreign Relations. |
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E. Follin Smith,
46, is Executive Vice
President, Chief Financial Officer and Chief Administrative
Officer of Constellation Energy Group, Inc., the nation’s
largest competitive supplier of electricity to large commercial
and industrial customers and the nation’s largest wholesale
power seller. Ms. Smith joined Constellation Energy Group
as Senior Vice President, Chief Financial Officer in June 2001
and was appointed Chief Administrative Officer in December 2003.
Before joining Constellation Energy Group, Ms. Smith was
Senior Vice President and Chief Financial Officer of Armstrong
Holdings, Inc., the global leader in hard-surface flooring and
ceilings. Ms. Smith began her career with Armstrong in 1998
as Vice President and Treasurer and was promoted to her last
position in March 2000. Prior to joining Armstrong,
Ms. Smith held various senior financial positions with
General Motors including Chief Financial Officer for General
Motors’ Delphi Chassis Systems division. Ms. Smith was elected to the Board of Directors in July 2005 and is a member of the Audit Committee and the Corporate Governance and Nominating Committee. Ms. Smith serves on the Board of Trustees of the University of Virginia’s Darden School of Business, the Board of Visitors of Davidson College and the Board of the Baltimore Museum of Art. |
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Gregory T. Swienton,
56, was appointed
Chairman of Ryder System, Inc. in May 2002 having been named
Chief Executive Officer in November 2000. Mr. Swienton
joined Ryder as President and Chief Operating Officer in June
1999. Before joining Ryder, Mr. Swienton was Senior Vice
President-Growth Initiatives of Burlington Northern
Santa Fe Corporation (“BNSF”). Prior to that he
was BNSF’s Senior Vice President-Coal and Agricultural
Commodities Business Unit and previously had been Senior Vice
President of its Industrial and Consumer Units. He joined the
former Burlington Northern Railroad in June 1994 as Executive
Vice President-Intermodal Business Unit. Prior to joining
Burlington Northern, Mr. Swienton was Executive
Director-Europe and Africa of DHL Worldwide Express in Brussels,
Belgium from 1991 to 1994, and prior to that he was DHL’s
Managing Director-Western and Eastern Europe from 1988 to 1990,
also located in Brussels. For the five years prior to these
assignments, Mr. Swienton was Regional Vice President of
DHL Airways, Inc. in the United States. From 1971 to 1982,
Mr. Swienton held various national account, sales and
marketing positions with AT&T and Illinois Bell Telephone
Company. Mr. Swienton was elected to the Board of Directors in June 1999. Mr. Swienton serves on the Board of Directors of Harris Corporation, and is on the Board of Trustees of St. Thomas University in Miami. |
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|
David I. Fuente,
60, served as Chairman
and Chief Executive Officer of Office Depot, Inc. from 1987, one
year after the company was founded, until he retired as its
Chief Executive Officer in June 2000 and as Chairman in December
2001. Before joining Office Depot, Mr. Fuente served for
eight years at the Sherwin-Williams Company as President of its
Paint Stores Group. Before joining Sherwin-Williams, he was
Director of Marketing at Gould, Inc. Mr. Fuente was elected to the Board of Directors in May 1998 and is the Chair of the Compensation Committee and a member of the Finance Committee. Mr. Fuente serves on the Boards of Directors of Office Depot, Inc. and Dick’s Sporting Goods, Inc. |
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|
Lynn M. Martin,
66, served as Secretary
of Labor under President George Bush from 1991 to 1993.
Ms. Martin is the President of Martin Hall Group LLC, a
consulting firm. She is a regular commentator, panelist,
columnist and speaker on issues relating to the changing global
economic and political environment. Ms. Martin was the
Davie Chair at the J.L. Kellogg Graduate School of Management
and a Fellow of the Kennedy School Institute of Politics. Ms. Martin was elected to the Board of Directors in August 1993 and is the Chair of the Corporate Governance and Nominating Committee and a member of the Compensation Committee. Ms. Martin serves on the Boards of Directors of The Procter & Gamble Company, AT&T Inc., The Dreyfus Funds, Constellation Energy Group, Inc. and Chicago’s Lincoln Park Zoo. She is also a member of the Council on Foreign Relations. |
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Eugene A. Renna,
61, retired from
ExxonMobil Corporation in January 2002 where he was an Executive
Vice President and a member of its Board of Directors. He was
President and Chief Operating Officer of Mobil Corporation, and
a member of its Board of Directors, until the time of its merger
with Exxon Corporation in 1999. As President and Chief Operating
Officer of Mobil, Mr. Renna was responsible for overseeing
all of its global exploration and production, marketing and
refining, and chemicals and technology business activities.
Mr. Renna’s career with Mobil began in 1968 and
included a range of senior management roles such as:
responsibility for all marketing and refining operations in the
Pacific Rim, Africa and Latin America; Executive Vice President
of International Marketing and Refining Division; Vice President
of Planning and Economics; President of Mobil’s worldwide
Marketing and Refining Division; and Executive Vice President
and Director of Mobil. Mr. Renna was elected to the Board of Directors in July 2002 and is the Chair of the Audit Committee and a member of the Finance Committee. Mr. Renna serves on the Board of Directors of Fortune Brands, Inc. |
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Abbie J. Smith,
52, is the Boris and
Irene Stern Professor of Accounting at the Graduate School of
Business of the University of Chicago. She joined their faculty
in 1980 upon completion of her Ph.D. at Cornell University. The
primary focus of her research is corporate restructuring,
transparency, and corporate governance. Professor Smith is a
co-editor of the Journal of Accounting Research. Ms. Smith was elected to the Board of Directors in July 2003 and is a member of the Audit Committee and the Finance Committee. Ms. Smith serves on the Boards of Directors of HNI Industries Inc., DFA Investment Dimensions Group Inc. and Dimensional Investment Group Inc. |
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Hansel E. Tookes, II,
58, retired from
Raytheon Company in December 2002. He joined Raytheon in
September 1999 as President and Chief Operating Officer of
Raytheon Aircraft Company. He was appointed Chief Executive
Officer in January 2000 and Chairman in August 2000.
Mr. Tookes became President of Raytheon International in
May 2001. Prior to joining Raytheon in 1999, Mr. Tookes had
served as President of Pratt & Whitney’s Large
Military Engines Group since 1996. He joined Pratt &
Whitney’s parent company, United Technologies Corporation
in 1980. Mr. Tookes was a Lieutenant Commander and military
pilot in the U.S. Navy and later served as a commercial
pilot with United Airlines. Mr. Tookes was elected to the Board of Directors in September 2002 and is the Chair of the Finance Committee and a member of the Audit Committee. Mr. Tookes serves on the Board of Directors of Corning Incorporated, FPL Group, Inc., and Harris Corporation. |
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Christine A. Varney,
50, is a Partner in the
law firm of Hogan & Hartson LLP, which she rejoined in
1997 after five years in government service. She leads the
Internet Law practice group for the firm. Ms. Varney served
as a Federal Trade Commissioner from 1994 to 1997 and as a
Senior White House Advisor to the President from 1993 to 1994.
She also served as Chief Counsel to the President’s
Campaign in 1992 and as General Counsel to the Democratic
National Committee from 1989 to 1992. Prior to her government
service, Ms. Varney practiced law with the firms of
Pierson, Semmes & Finley (1986 to 1988) and
Surrey & Morse (1984 to 1986). Ms. Varney was elected to the Board of Directors in February 1998 and is a member of the Compensation Committee and the Corporate Governance and Nominating Committee. |
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12
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Audit Committee
|
|||
|
Members:
|
Eugene A. Renna (Chair) Daniel H. Mudd Abbie J. Smith E. Follin Smith Hansel E. Tookes, II |
||
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Number of Meetings in
2005:
|
12 | ||
|
Responsibilities:
|
The Audit Committee is responsible for appointing, overseeing and determining the compensation and independence of the Company’s independent auditor. The Committee approves the scope of the annual audit and the related audit fees as well as the scope of internal audit procedures. The Committee reviews audit results, financial disclosure and earnings guidance. The Committee is also responsible for overseeing investigations into accounting and financial complaints, and reviewing the Company’s policies with respect to risk assessment and risk management. | ||
| In addition to the independence standards applicable to all Board members, rules issued by the SEC pursuant to Sarbanes-Oxley require that all members of the Company’s Audit Committee meet additional independence standards. The Board undertook a review of the independence of Audit Committee members and based on this review, the Board determined that each member of the Audit Committee meets the enhanced independence standards for audit committee members required by the SEC. | |||
| Each member of the Audit Committee is financially literate, knowledgeable and qualified to review financial statements. In addition, all of the members of the Audit Committee qualify as “audit committee financial experts” under SEC rules and have accounting and related financial management expertise within the meaning of the NYSE’s corporate governance listing standards. | |||
| Compensation Committee | |||
|
Members:
|
David I. Fuente (Chair) John M. Berra L. Patrick Hassey Lynn M. Martin Christine A. Varney |
||
|
Number of Meetings in
2005:
|
5 | ||
|
Responsibilities:
|
The Compensation Committee is responsible for evaluating the CEO’s performance and recommending the CEO’s compensation to the independent directors. The Committee approves and recommends the appointment of new officers, approves the compensation (including the stock grants and incentive plan payouts) of senior management, recommends the compensation of non-management directors and prepares the annual report on executive compensation. The Committee is also responsible for approving changes to, and recommending the adoption of, benefit, compensation and stock-related plans. | ||
| Corporate Governance and Nominating Committee | |||
|
Members:
|
Lynn M. Martin (Chair) L. Patrick Hassey Daniel H. Mudd E. Follin Smith Christine A. Varney |
||
|
Number of Meetings in
2005:
|
5 | ||
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Responsibilities:
|
The Corporate Governance and Nominating Committee is responsible for recommending criteria for Board membership and evaluating and recommending nominees for director (including nominees recommended by shareholders that are submitted in writing to the Company’s Corporate Secretary in accordance with the Company’s By-Laws). The Committee recommends the size, structure, composition and functions of Board Committees and reviews and recommends changes to the Committee charters. The Committee oversees the Board evaluation process and the evaluation of the Company’s senior management. The Committee also reviews and recommends changes to the Company’s Corporate Governance Guidelines and Principles of Business Conduct. The Committee is also responsible for identifying and analyzing trends in public policy, public affairs and corporate responsibility. | ||
| Finance Committee | |||
|
Members:
|
Hansel E. Tookes, II
(Chair) John M. Berra David I. Fuente Eugene A. Renna Abbie J. Smith |
||
|
Number of Meetings in
2005:
|
6 | ||
|
Responsibilities:
|
The Finance Committee is responsible for reviewing the Company’s overall financial goals, position, arrangements and requirements. The Committee reviews, approves and recommends capital expenditures, issuances of debt and equity securities, dividend policy and pension contributions. The Committee is also responsible for reviewing the Company’s relationships with rating agencies, banks and analysts, and reviewing and assessing the Company’s risk management activities and tax planning strategies. | ||
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16
•
have a high level of personal integrity and exercise sound
business judgment;
•
are highly accomplished in his or her field, with superior
credentials and recognition and have a reputation, both personal
and professional, consistent with the image and reputation of
the Company;
•
have relevant expertise and experience, and are able to offer
advice and guidance to the Company’s senior management;
•
have an understanding of, and concern for, the interests of the
Company’s shareholders; and
•
have sufficient time to devote to fulfilling his or her
obligations as a director.
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17
Retainer
$32,000 (with an option to receive all or any portion in Ryder
common stock which cannot be sold until six months after the
date on which the person ceases to be a director)
Meeting Fees
$35,000 per year; if the Board or any Committee meets more
than eight times in one year, a director receives $1,000 for
each additional Board or Committee meeting attended
Committee Chairs
$5,000 per year for Chair of Compensation Committee,
Finance Committee and Corporate Governance and Nominating
Committee; $10,000 per year for Chair of Audit Committee
Restricted Stock Units
Equivalent of $80,000 annually (based on the market price of
Ryder common stock on the date of grant, which was the date of
the 2005 Annual Meeting of Shareholders)
Stock Options
None
Expenses
Reimbursement of travel expenses in connection with service
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| 2005 | 2004 | |||||||
|
Audit Fees
|
$ | 3.4 | $ | 3.8 | ||||
|
Audit-Related Fees
|
0.2 | 0.3 | ||||||
|
Tax Fees
|
0.1 | 0.5 | ||||||
|
Total Fees
|
$ | 3.7 | $ | 4.6 | ||||
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19
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20
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| Shares Beneficially | Shares Which | |||||||||||||||
| Owned or Subject | May be | Total | ||||||||||||||
| to Currently | Acquired | Shares | ||||||||||||||
| Exercisable | Within 60 | Beneficially | Percent | |||||||||||||
| Name of Beneficial Owner | Options | Days1 | Owned2 | of Class3 | ||||||||||||
|
Gregory T.
Swienton4,5
|
755,011 | 158,334 | 913,345 | 1.465 | % | |||||||||||
|
John M.
Berra6
|
2,388 | 3,234 | 5,622 | * | ||||||||||||
|
David I.
Fuente5,6
|
23,861 | 5,042 | 28,903 | * | ||||||||||||
|
Bobby J.
Griffin4
|
35,355 | 19,833 | 55,188 | * | ||||||||||||
|
L. Patrick Hassey
|
0 | 0 | 0 | * | ||||||||||||
|
Tracy A.
Leinbach4,5
|
64,335 | 28,751 | 93,086 | * | ||||||||||||
|
Lynn M.
Martin6
|
20,000 | 9,859 | 29,859 | * | ||||||||||||
|
Daniel H.
Mudd6
|
7,097 | 3,767 | 10,864 | * | ||||||||||||
|
Vicki A.
O’Meara5
|
23,116 | 26,917 | 50,033 | * | ||||||||||||
|
Eugene A.
Renna6
|
6,500 | 3,767 | 10,267 | * | ||||||||||||
|
Abbie J.
Smith5,6
|
5,129 | 3,234 | 8,363 | * | ||||||||||||
|
E. Follin
Smith6
|
0 | 971 | 971 | * | ||||||||||||
|
Anthony G.
Tegnelia4,5
|
28,021 | 21,750 | 49,771 | * | ||||||||||||
|
Hansel E.
Tookes, II4,6
|
7,119 | 3,767 | 10,886 | * | ||||||||||||
|
Christine A.
Varney5,6
|
23,571 | 5,042 | 28,613 | * | ||||||||||||
|
Directors and Executive Officers as
a Group
(21 persons)4,5,6 |
1,077,385 | 368,641 | 1,446,026 | 2.319 | % | |||||||||||
| * | Represents less than 1% of the Company’s outstanding common stock. |
| 1 | Represents options to purchase shares which became exercisable between January 15, 2006 and March 15, 2006, shares of restricted stock that vest between January 15, 2006 and March 15, 2006, and restricted stock units held in the accounts of directors pursuant to the Directors Stock Award Plan that vest upon the director’s departure from the Board of Directors. |
| 2 | Unless otherwise noted, all shares included in this table are owned directly, with sole voting and dispositive power. Listing shares in this table shall not be construed as an admission that such shares are beneficially owned for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). |
| 3 | Percent of class has been computed in accordance with Rule 13d-3(d)(1) of the Exchange Act. |
| 4 | Includes shares held through a trust, jointly with their spouses or other family members or held solely by their spouses, as follows: Mr. Swienton, 14,500 shares; Mr. Griffin, 5,801 shares; Ms. Leinbach, 11,308 shares; Mr. Tegnelia, 8,882 shares; Mr. Tookes, 1,000 shares; and all directors and executive officers as a group, 44,543 shares. |
| 5 | Includes shares held in the accounts of executive officers pursuant to the Company’s 401(k) Plan and Deferred Compensation Plan and shares held in the accounts of directors pursuant to the Company’s Deferred Compensation Plan as follows: Mr. Swienton, 2,647 shares; Mr. Fuente, 1,450 shares; Ms. Leinbach, 4,444 shares; Ms. O’Meara, 9,956 shares; Ms. A. Smith, 2,402 shares; Mr. Tegnelia, 806 shares; Ms. Varney, 361 shares; and all directors and executive officers as a group, 46,297 shares. |
| 6 | Includes restricted stock and restricted stock units held in the accounts of directors pursuant to the Directors Stock Plan and the Directors Stock Award Plan, respectively, as follows: Mr. Berra, 3,955 shares; Mr. Fuente, 8,953 shares; Ms. Martin, 9,859; Mr. Mudd, 5,564 shares; Mr. Renna, 3,767 shares; Ms. A. Smith, 4,294 shares; Ms. E.F. Smith, 971 shares; Mr. Tookes, 4,886 shares and Ms. Varney, 9,455 shares. |
21
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| Number of Shares | |||||||||
| Beneficially | |||||||||
| Name and Address | Owned | Percent of Class | |||||||
|
Barclays Global Investors, NA
|
9,636,104 | 1 | 15.02% | ||||||
|
45 Fremont Street
|
|||||||||
|
San Francisco, CA 94105
|
|||||||||
| 1 | Based upon the most recent filing by Barclays Global Investors, NA with the SEC on Form 13G dated January 31, 2006. Of the total shares shown, the nature of beneficial ownership is as follows: sole voting power 8,552,951; shared voting power 0; sole dispositive power 9,636,104; and shared dispositive power 0. |
22
Table of Contents
23
•
align the short and long-term interests of the Company’s
executives with that of its shareholders through the use of
variable, at-risk and goal-oriented compensation;
•
attract, retain and motivate executive talent necessary to
execute the Company’s long-term business strategy;
•
emphasize and reward overall Company performance;
•
promote ownership of Ryder stock; and
•
increase the likelihood that compensation paid to the named
officers be deductible for federal income tax purposes.
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24
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25
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26
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27
Table of Contents
| Long Term | ||||||||||||||||||||||||||||||||||||||
| Annual Compensation | Compensation | |||||||||||||||||||||||||||||||||||||
| Bonus | Awards | |||||||||||||||||||||||||||||||||||||
| Deferred | Other Annual | Restricted | Securities | All Other | ||||||||||||||||||||||||||||||||||
| Bonus | Total | Compensation | Stock | Underlying | Compensation | |||||||||||||||||||||||||||||||||
| Name and Principal Position | Year | Salary($) | Bonus($) | ($)1 | Bonus($) | ($)2 | Award($)3 | Options(#) | ($)4 | |||||||||||||||||||||||||||||
|
Gregory T. Swienton
|
Chairman and | 2005 | 793,750 | 771,377 | 1,269,853 | 2,041,230 | 2,697 | 1,122,125 | 175,000 | 20,584 | ||||||||||||||||||||||||||||
| Chief Executive Officer | 2004 | 685,000 | 1,110,580 | 1,694,410 | 2,804,990 | 9,612 | 553,200 | 150,000 | 197,145 | |||||||||||||||||||||||||||||
| 2003 | 633,750 | 616,314 | 798,855 | 1,415,169 | 2,697 | 221,000 | 100,000 | 11,431 | ||||||||||||||||||||||||||||||
|
Tracy A. Leinbach
|
Executive Vice President | 2005 | 486,600 | 354,496 | 436,952 | 791,448 | 1,798 | 112,213 | 30,000 | 13,614 | ||||||||||||||||||||||||||||
| and Chief Financial Officer | 2004 | 477,050 | 580,021 | 542,566 | 1,122,587 | 2,004 | 82,980 | 30,000 | 7,806 | |||||||||||||||||||||||||||||
| 2003 | 429,722 | 313,685 | 233,398 | 547,083 | 1,798 | 324,550 | 35,000 | 6,646 | ||||||||||||||||||||||||||||||
|
Vicki A. O’Meara
|
President, | 2005 | 485,625 | 353,786 | 411,984 | 765,770 | 1,798 | 278,138 | 45,000 | 9,321 | ||||||||||||||||||||||||||||
| U.S. Supply Chain | 2004 | 450,483 | 547,823 | 564,299 | 1,112,122 | 4,710 | 549,940 | 40,000 | 14,016 | |||||||||||||||||||||||||||||
| Solutions | 2003 | 404,667 | 295,147 | 271,809 | 566,956 | 1,798 | 33,150 | 20,000 | 6,273 | |||||||||||||||||||||||||||||
|
Anthony G. Tegnelia
|
President, | 2005 | 366,675 | 267,256 | 310,069 | 577,325 | 1,798 | 587,545 | 30,000 | 16,016 | ||||||||||||||||||||||||||||
| U.S. Fleet Management | 2004 | 340,125 | 413,498 | 299,266 | 712,764 | 9,771 | 64,540 | 25,000 | 26,976 | |||||||||||||||||||||||||||||
| Solutions | 2003 | 303,500 | 276,360 | 80,675 | 357,035 | 1,798 | 33,150 | 20,000 | 9,944 | |||||||||||||||||||||||||||||
|
Bobby J. Griffin
|
President, | 2005 | 343,788 | 250,455 | 320,323 | 570,778 | 1,798 | 316,215 | 15,000 | 17,031 | ||||||||||||||||||||||||||||
| International Operations | 2004 | 336,988 | 409,726 | 423,777 | 833,503 | 4,376 | 55,320 | 20,000 | 18,449 | |||||||||||||||||||||||||||||
| 2003 | 329,083 | 240,021 | 200,392 | 440,413 | 1,798 | 33,150 | 20,000 | 10,590 | ||||||||||||||||||||||||||||||
| 1 | Represents amounts earned under the Company’s 2002 LTIP in respect of the Company’s annual performance for the reported year. Amounts earned for the 2004 and 2003 three-year plan cycles vest and become payable if the named executive officer is employed by the Company on the following dates: June 30, 2007 (50%) and June 30, 2008 (balance) for the 2004 plan cycle and June 30, 2006 (50%) and June 30, 2007 (balance) for the 2003 plan cycle. For 2003, these amounts were previously reported under the column entitled “LTIP Payouts” and have been reclassified as “Deferred Bonus” because the amounts awarded were in respect of the Company’s annual performance for 2003. |
| 2 | This column represents amounts reimbursed for the payment of income taxes on certain perquisites provided to the named executive officers. Other perquisites and personal benefits furnished to the named executive officers do not meet the disclosure thresholds established under SEC regulations and are not included in this column. |
| 3 | The amounts in this column represent the dollar value of the Company’s common stock on the date of grant of the restricted stock. Dividends are paid on all shares of restricted stock. As of December 31, 2005 (based on the market price of $41.18 for the common stock on that date), the aggregate number and dollar value of shares of all restricted stock held by the named executive officers was: Mr. Swienton, 38,333 shares ($1,578,553); Ms. Leinbach, 14,500 shares ($597,110); Ms. O’Meara, 15,832 shares ($651,962); Mr. Tegnelia, 18,666 shares ($768,666) and Mr. Griffin, 10,500 shares ($432,390). On February 10, 2005, Mr. Swienton received a grant of 25,000 shares of restricted stock; Ms. Leinbach received a grant of 2,500 shares of restricted stock; Ms. O’Meara received a grant of 2,500 shares of restricted stock; Mr. Tegnelia received a grant of 2,000 shares of restricted stock and Mr. Griffin received a grant of 1,500 shares of restricted stock, all of which vest in 331/3% annual installments. On October 7, 2005, Ms. O’Meara received a grant of 5,000 shares of restricted stock; Mr. Tegnelia received a grant of 15,000 shares of restricted stock and Mr. Griffin received a grant of 7,500 shares of restricted stock, all of which vest in 331/3% annual installments. |
| 4 | All Other Compensation includes the following payments or accruals for each named executive officer: |
| Premiums Paid | ||||||||||||||||||||||
| Under the | Premiums Paid | |||||||||||||||||||||
| Compensatory | Supplemental | for | ||||||||||||||||||||
| Contributions to the | Split Dollar Insurance | Long-Term Disability | Executive Life | Relocation | ||||||||||||||||||
| 401(k) Plan($) | Payments($)(a) | Insurance Plan($) | Insurance($) | Expenses($) | ||||||||||||||||||
|
Gregory T. Swienton
|
2005 | 8,016 | 0 | 8,139 | 4,429 | 0 | ||||||||||||||||
| 2004 | 4,438 | 12,057 | 8,102 | 3,822 | 168,726 | |||||||||||||||||
| 2003 | 4,000 | 0 | 7,431 | 0 | 0 | |||||||||||||||||
|
Tracy A. Leinbach
|
2005 | 8,016 | 0 | 2,883 | 2,715 | 0 | ||||||||||||||||
| 2004 | 2,000 | 351 | 2,793 | 2,662 | 0 | |||||||||||||||||
| 2003 | 4,000 | 0 | 2,646 | 0 | 0 | |||||||||||||||||
|
Vicki A. O’Meara
|
2005 | 0 | 0 | 6,611 | 2,710 | 0 | ||||||||||||||||
| 2004 | 0 | 5,077 | 6,425 | 2,514 | 0 | |||||||||||||||||
| 2003 | 0 | 0 | 6,273 | 0 | 0 | |||||||||||||||||
|
Anthony G. Tegnelia
|
2005 | 8,016 | 0 | 5,944 | 2,056 | 0 | ||||||||||||||||
| 2004 | 5,233 | 13,901 | 5,944 | 1,898 | 0 | |||||||||||||||||
| 2003 | 4,000 | 0 | 5,944 | 0 | 0 | |||||||||||||||||
|
Bobby J. Griffin
|
2005 | 8,016 | 0 | 7,097 | 1,918 | 0 | ||||||||||||||||
| 2004 | 4,994 | 4,495 | 7,080 | 1,880 | 0 | |||||||||||||||||
| 2003 | 4,000 | 0 | 6,590 | 0 | 0 | |||||||||||||||||
| (a) | For 2004, these amounts represent an amount equal to the cash surrender value of the split dollar insurance policies less the aggregate premiums paid by the Company for such policy which amounts were paid to the executive upon termination of the policies effective December 31, 2003. For 2003, these amounts represent the premiums paid on the split dollar policies for the executive. |
28
Table of Contents
| Individual Grants | ||||||||||||||||||||||||||||
| % of Total | Potential Realizable Value | |||||||||||||||||||||||||||
| Number of | Options/Limited | at Assumed Annual Rates of | ||||||||||||||||||||||||||
| Securities | SARS Granted | Stock Price Appreciation for | ||||||||||||||||||||||||||
| Underlying | to Employees in | Exercise | Option Term($)4 | |||||||||||||||||||||||||
| Options/Limited | Fiscal Year | Price | ||||||||||||||||||||||||||
| Name | SARS Granted(#)1 | 2005 | Per Share2 | Expiration Date3 | 0% | 5% | 10% | |||||||||||||||||||||
|
Gregory T. Swienton
|
175,000 | 11.7 | % | $44.885 | February 10, 2012 | 0 | 3,197,723 | 7,452,054 | ||||||||||||||||||||
|
Tracy A. Leinbach
|
30,000 | 2.0 | % | $44.885 | February 10, 2012 | 0 | 548,181 | 1,277,495 | ||||||||||||||||||||
|
Vicki A. O’Meara
|
30,000 | 2.0 | % | $44.885 | February 10, 2012 | 0 | 548,181 | 1,277,495 | ||||||||||||||||||||
| 15,000 | 1.0 | % | $33.185 | October 7, 2012 | 0 | 202,644 | 472,248 | |||||||||||||||||||||
|
Anthony G. Tegnelia
|
15,000 | 1.0 | % | $44.885 | February 10, 2012 | 0 | 274,091 | 638,748 | ||||||||||||||||||||
| 15,000 | 1.0 | % | $33.185 | October 7, 2012 | 0 | 202,644 | 472,248 | |||||||||||||||||||||
|
Bobby J. Griffin
|
15,000 | 1.0 | % | $44.885 | February 10, 2012 | 0 | 274,091 | 638,748 | ||||||||||||||||||||
| 1 | Stock option grants generally vest in annual installments over three years commencing with the first anniversary of the date of the grant. |
| 2 | Represents fair market value as of the date of the grant. |
29
Table of Contents
3
Seven (7) years from grant date of February 10,
2005 and October 7, 2005, respectively.
4
If the 5% or 10% annual compound appreciation shown in the
table were to occur:
| 5% | 10% | |||||||
|
The price of the Company’s
common stock on February 10, 2012 would be
|
$ | 63.16 | $ | 87.47 | ||||
| The price of the Company’s common stock on October 7, 2012 would be | $ | 46.69 | $ | 64.67 | ||||
|
Appreciation in value of
Company’s common stock from the date of the
February 10, 2005 grant would be |
$ | 1,130,664,619 | $ | 2,634,711,508 | ||||
|
Appreciation in value of
Company’s common stock from the date of the October 7,
2005 grant would be |
$ | 835,547,233 | $ | 1,947,960,357 | ||||
| Number of Securities | ||||||||||||||||||||||||
| Underlying Unexercised | Value of Unexercised | |||||||||||||||||||||||
| Options at Fiscal Year-End | In-the-Money Options at | |||||||||||||||||||||||
| Value | 2005(#) | Fiscal Year-End 2005($)1 | ||||||||||||||||||||||
| Shares Acquired | Realized | |||||||||||||||||||||||
| Name | On Exercise(#) | ($) | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||||||||
|
Gregory T. Swienton
|
224,300 | 2 | $ | 4,094,410 | 752,367 | 308,333 | $ | 13,392,596 | $ | 1,065,327 | ||||||||||||||
|
Tracy A. Leinbach
|
40,000 | $ | 754,065 | 48,583 | 61,667 | $ | 432,584 | $ | 273,248 | |||||||||||||||
|
Vicki A. O’Meara
|
40,000 | $ | 623,775 | 5,000 | 78,333 | $ | 0 | $ | 318,603 | |||||||||||||||
|
Anthony G. Tegnelia
|
0 | $ | 0 | 18,333 | 53,333 | $ | 210,760 | $ | 318,603 | |||||||||||||||
|
Bobby J. Griffin
|
0 | $ | 0 | 21,666 | 35,000 | $ | 275,326 | $ | 184,438 | |||||||||||||||
| 1 | Amounts reflecting gains on outstanding stock options based on a fair market value of $41.18 for the common stock, as determined by using the average of the high and low market price on December 31, 2005. |
| 2 | These options were exercised and the underlying shares were sold on the open market at prevailing market prices by Mr. Swienton pursuant to a 10b5-1 trading plan implemented on May 27, 2005 to diversify Mr. Swienton’s Ryder System, Inc. holdings and for estate and tax-planning activities. As of December 31, 2005, Mr. Swienton was still the beneficial owner of 52,644 shares of Ryder Common Stock, 1,060,700 stock options and 38,333 shares of unvested restricted stock. |
| Estimated Future Payouts Under | ||||||||||||||||||||
| Number of | Non-Stock Price-Based Plans | |||||||||||||||||||
| Shares | ||||||||||||||||||||
| Units or | Performance Period | Threshold | Target | Maximum | ||||||||||||||||
| Name | Other Rights | Until Maturation | ($) | ($) | ($) | |||||||||||||||
|
Gregory T. Swienton
|
NA | 4/1/05 - 12/31/07 | 595,649 | 1,191,297 | 2,382,594 | |||||||||||||||
|
Tracy A. Leinbach
|
NA | 4/1/05 - 12/31/07 | 182,488 | 364,975 | 729,950 | |||||||||||||||
|
Vicki A. O’Meara
|
NA | 4/1/05 - 12/31/07 | 182,122 | 364,243 | 728,486 | |||||||||||||||
|
Anthony G. Tegnelia
|
NA | 4/1/05 - 12/31/07 | 137,578 | 275,156 | 550,312 | |||||||||||||||
|
Bobby J. Griffin
|
NA | 4/1/05 - 12/31/07 | 128,929 | 257,858 | 515,716 | |||||||||||||||
30
Table of Contents
| Number of | ||||||||||||||
| securities | ||||||||||||||
| Number of | remaining available | |||||||||||||
| securities to be | for future issuance | |||||||||||||
| issued upon | under equity | |||||||||||||
| exercise of | Weighted-average | compensation | ||||||||||||
| outstanding | exercise price of | plans excluding | ||||||||||||
| options, warrants | outstanding options, | securities reflected | ||||||||||||
| Plan | and rights | warrants and rights | in column (a) | |||||||||||
| (a) | (b) | (c) | ||||||||||||
| (Shares in thousands) | ||||||||||||||
|
Equity compensation plans approved
by security holders:
|
||||||||||||||
|
Broad based employee stock option
plans
|
4,619 | $ | 31.33 | 4,941 | ||||||||||
|
Employee Stock Purchase Plan
|
— | — | 1,065 | |||||||||||
|
Non-Employee Directors’ Stock
Plans
|
213 | $ | 23.34 | 44 | ||||||||||
|
Equity compensation plans not
approved by security holders
|
— | — | — | |||||||||||
|
Total
|
4,832 | $ | 30.98 | 6,050 | ||||||||||
31
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|
Gregory T. Swienton
|
$ | 443,593 | ||
|
Tracy A. Leinbach
|
495,954 | |||
|
Vicki A. O’Meara
|
406,556 | |||
|
Anthony G. Tegnelia
|
250,089 | |||
|
Bobby J. Griffin
|
210,043 |
| 1 | These amounts include benefits under the Retirement Plan and the Restoration Plan combined. |
| 2000 | 2001 | 2002 | 2003 | 2004 | 2005 | |||||||||||||||||||
|
Ryder System, Inc.
|
$ | 100.00 | $ | 140.76 | $ | 145.57 | $ | 223.99 | $ | 322.46 | $ | 287.67 | ||||||||||||
|
S&P 500 Index
|
$ | 100.00 | $ | 90.66 | $ | 70.21 | $ | 87.44 | $ | 97.24 | $ | 102.85 | ||||||||||||
|
Dow Jones Transportation 20 Index
|
$ | 100.00 | $ | 93.00 | $ | 82.96 | $ | 106.47 | $ | 135.95 | $ | 153.29 | ||||||||||||
32
Table of Contents
| Ryder System, Inc. | |
| 11690 N.W. 105th Street | |
| Miami, Florida 33178 | |
| www.ryder.com |
Table of Contents
|
(BARCODE) |
DESIGNATION (IF ANY)
ADD 1
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ADD 6
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Annual Meeting Proxy Card
|
|
C0123456789 | 12345 |
|||
| MR A SAMPLE (THIS AREA IS SET UP TO | ||||
| ACCOMMODATE 140 CHARACTERS) | (BARCODE) + | |||
| C 1234567890 J N T |
A
|
Election of Directors — The Board of Directors recommends a vote FOR the listed nominees. |
| 1. | Nominees: |
| For | Withhold | |||||||||||
| 01 | — | L. Patrick Hassey (term expiring at the 2008 Annual Meeting) |
o | o | ||||||||
| 02 | — | John M. Berra (term expiring at the 2009 Annual Meeting) |
o | o | ||||||||
| 03 | — | Daniel H. Mudd (term expiring at the 2009 Annual Meeting) |
o | o |
| For | Withhold | |||||||
04
|
— | E. Follin Smith (term expiring at the 2009 Annual Meeting) |
o | o | ||||
05
|
— | Gregory T. Swienton
(term expiring at the 2009 Annual Meeting) |
o | o |
B
|
Issues — The Board of Directors recommends a vote FOR the following proposal. |
| For | Against | Abstain | ||||||
2.
|
Ratification of PricewaterhouseCoopers LLP as independent auditor. | o | o | o |
o
|
Please mark this box with an X if your address has changed and print the new address below. | |
o
|
Please mark this box with an X if you have made comments below. | |
C
|
Authorized Signatures — Sign Here — This section must be completed for your instructions to be executed. |
Signature 1 — Please keep signature within the box
|
Signature 2 — Please keep signature within the box | Date (mm/dd/yyyy) | ||
| / / |
Table of Contents
South. Turn Left on Blue Lagoon Drive.
To vote using the Telephone (within U.S. and Canada)
| • | Call toll free 1-800-652-VOTE (8683) in the United States or Canada any time on a touch tone telephone. There is NO CHARGE to you for the call. | ||
| • | Follow the simple instructions provided by the recorded message. |
To vote using the Internet
| • | Go to the following web site: WWW.COMPUTERSHARE.COM/EXPRESSVOTE |
||
| • | Enter the information requested on your computer screen and follow the simple instructions. |
Proxies submitted by telephone or the Internet must be received by 1:00 a.m., Central Time, on May 5, 2006.