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CALPERS AND USA REACH AGREEMENT WITH RYDER ON CORPORATE GOVERNANCE ACTIONS

 CALPERS AND USA REACH AGREEMENT WITH RYDER
 ON CORPORATE GOVERNANCE ACTIONS
 MIAMI, March 5 /PRNewswire/ -- The California Public Employees' Retirement System (CalPERS), the United Shareholders Association (USA) and Ryder System, Inc. (NYSE: R) today announced they reached an agreement under which Ryder has formally adopted certain principles of corporate governance. Officials from USA, a shareholder organization with more than 64,000 members; CalPERS, a large holder of Ryder stock; and Ryder have met over the last few months to discuss various corporate governance issues, including the appropriate relationships between corporate directors, managers and shareholders.
 As a result, on Feb. 21, 1992, Ryder's board took two actions. First, the board amended the company's by-laws to require that a majority of directors and all members of the board's compensation and nominating committees be independent, non-employee directors.
 Secondly, Ryder amended its confidential proxy voting policy, first adopted in 1990 after earlier discussions with CalPERS. The confidential voting policy was amended to be more in line with USA's model policy which has been adopted by a number of companies.
 As a result of these various actions, USA agreed to release Ryder from its "Target 50" shareholder activism program. Under this proposal, a shareholder proposal calling for Ryder's "poison pill" plan to be terminated or put to a shareholder vote had won a majority of the shares voted at the company's annual meeting each of the past two years. The proposal was due to be considered again at the company's 1992 annual shareholders' meeting in May, but under the agreement it is being withdrawn by USA member and Ryder shareholder Roger McNeill.
 Further, Ryder, CalPERS and USA have agreed to meet in the spring to continue their discussions. The company's response to the vote on the earlier shareholder proposals will be among the topics addressed at the meeting. Ryder's chairman, president and CEO, M. Anthony Burns, and two or three of Ryder's directors will meet with representatives of the two organizations at a date to be determined. Except for Burns, all members of the Ryder board are outside directors.
 "Ryder's directors and management have demonstrated that they are committed to serving the company's shareholders," Dale M. Hanson, chief executive officer of CalPERS said. "For a major U.S. company such as Ryder to attempt to define the appropriate relationship with its owners is really quite significant," Hanson noted. "We are delighted that Tony Burns has continued to indicate his willingness to listen to his company's shareholders and to take these important steps. We certainly hope that other CEOs will follow Tony's strong leadership in this regard."
 "I applaud the Ryder board," said USA President Ralph V. Witworth. "The existence of an all-independent compensation committee shows a real commitment to follow a 'pay-for-performance' philosophy. We are also very pleased with Ryder's decision to bring its confidential voting policy closer to USA's model. With this improvement, the company has given its shareholders more of the protection that USA believes they deserve."
 -0- 3/5/92
 /CONTACT: Richard Koppes of CalPERS, 916-326-3666; Ralph Witworth of USA, 202-393-4600; or Art Stone of Ryder System, Inc., 305-593-3180/
 (R) CO: CalPERS; United Shareholders Association; Ryder System, Inc. ST: California, Florida IN: TRN SU:


JJ-AW -- FL007 -- 5557 03/05/92 15:06 EST
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Publication:PR Newswire
Date:Mar 5, 1992
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