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    Rush Enterprises Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    5/20/25 5:03:45 PM ET
    $RUSHB
    Retail-Auto Dealers and Gas Stations
    Consumer Discretionary
    Get the next $RUSHB alert in real time by email
    rusha20250520_8k.htm
    false 0001012019 0001012019 2025-05-20 2025-05-20 0001012019 rusha:ClassACommonStockParValue001PerShareCustomMember 2025-05-20 2025-05-20 0001012019 rusha:ClassBCommonStockParValue001PerShareCustomMember 2025-05-20 2025-05-20
     

     
    UNITED 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): May 20, 2025
     
    Rush Enterprises, Inc.
    (Exact name of registrant as specified in its charter)
     
    Texas
    (State or other jurisdiction
    of incorporation)
     
    0-20797
    (Commission File Number)
    74-1733016
    (IRS Employer Identification No.)
    555 IH-35 South, Suite 500
    New Braunfels, Texas
    (Address of principal executive offices)
     
    78130
    (Zip Code)
     
    Registrant’s telephone number, including area code: (830) 302-5200
     
    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 (see General Instruction A.2. below):
     
    ☐ 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))
     
    Securities registered pursuant to Section 12(b) of the Act:
     
    Title of each class
    Trading Symbol(s)
    Name of each exchange on which registered
    Class A Common Stock, par value $0.01 per share
    RUSHA
    Nasdaq Global Select Market
    Class B Common Stock, par value $0.01 per share
    RUSHB
    Nasdaq Global Select Market
     
    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
     
    Emerging growth company ☐
     
    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
     
     

     
     
    Item 5.07         Submission of Matters to a Vote of Security Holders.
     
    On May 20, 2025, Rush Enterprises, Inc. (the “Company”) held its 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”). At the 2025 Annual Meeting, the holders of 60,394,401 shares of Class A Common Stock (representing 3,019,720 total votes) and the holders of 16,579,769 shares of Class B Common Stock cast votes, either in person or by proxy. Set forth below are the final voting results for the proposals voted upon at the 2025 Annual Meeting. The 2025 Proxy Statement contains a detailed description of the proposals.
     
    Proposal 1 – Election of Directors. The Company’s shareholders elected W.M. “Rusty” Rush, Thomas A. Akin, Raymond J. Chess, William H. Cary, Dr. Kennon H. Guglielmo, Elaine Mendoza, Troy A. Clarke, Amy Boerger and Michael J. McRoberts as directors to hold office until the Company’s 2026 Annual Meeting of Shareholders. The voting results for each of these individuals were as follows:
     
    Name
     
    Votes For
     
    Votes Withheld
    BrokerNon-Votes
    W. M. “Rusty” Rush
     
    17,787,787
     
    124,066
    1,687,636
    Thomas A. Akin
     
    17,729,569
     
    182,284
    1,687,636
    Raymond J. Chess
     
    14,993,112
     
    2,918,741
    1,687,636
    William H. Cary
     
    17,769,807
     
    142,046
    1,687,636
    Dr. Kennon H. Guglielmo
     
    15,213,919
     
    2,697,934
    1,687,636
    Elaine Mendoza
     
    14,857,974
     
    3,053,879
    1,687,636
    Troy A. Clarke
     
    15,311,581
     
    2,600,272
    1,687,636
    Amy Boerger
     
    17,801,076
     
    110,777
    1,687,636
    Michael J. McRoberts
     
    17,830,977
     
    80,876
    1,687,636
     
    Proposal 2 – Ratification of the Company’s Independent Registered Public Accounting Firm. The Company’s shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2025 fiscal year. The voting results were as follows:
     
    Votes For
     
    Votes Against
     
    Abstentions
    19,477,519
     
    111,004
     
    10,966
     
     

     
     
    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.
     
    RUSH ENTERPRISES, INC.
    Dated: May 20, 2025 
    By:
    /s/ Michael Goldstone
    Senior Vice President, General Counsel and
    Corporate Secretary
     
     
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