Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As reported in Item 5.07 below and incorporated into this Item 5.02 by reference, on May 16, 2023, Rush Enterprises, Inc. (the “Company”) held its 2023 Annual Meeting of Shareholders (the “2023 Annual Meeting”), at which the Company’s shareholders voted to approve, amongst other things, the amendment and restatement of the Rush Enterprises, Inc. 2007 Long-Term Incentive Plan (the “2007 LTIP”) and the amendment and restatement of the Rush Enterprises, Inc. 2004 Employee Stock Purchase Plan (the “2004 ESPP”). The Company’s executive officers may participate in both the 2007 LTIP and 2004 ESPP.
The amendment and restatement of the 2007 LTIP includes the following changes from the prior 2007 LTIP: (i) an increase in the number of authorized shares of Class A Common Stock and Class B Common Stock that can be awarded under the 2007 LTIP by 1,200,000 shares for each class of common stock; and (ii) extend the term of 2007 LTIP until May 16, 2033. The amendment and restatement of the 2004 ESPP increases the number of shares of Class A Common Stock authorized for issuance thereunder by an additional 400,000 shares.
The Compensation Committee of the Board of Directors of the Company and the Board of Directors of the Company had previously adopted the amendment and restatement of both the 2007 LTIP and 2004 ESPP, subject to shareholder approval. A description of the material terms and conditions of the 2007 LTIP appears in Proposal No. 2 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 17, 2023 (the “2023 Proxy Statement”). A description of the material terms and conditions of the 2004 ESPP appears in Proposal No. 3 of the 2023 Proxy Statement.
The foregoing descriptions of the amendment and restatement of both the 2007 LTIP and 2004 ESPP do not purport to be complete and are qualified in their entirety by the full text of the 2007 LTIP and 2004 ESPP, copies of which are filed hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 16, 2023, Rush Enterprises, Inc. (the “Company”) held its 2023 Annual Meeting of Shareholders (the “2023 Annual Meeting”). At the 2023 Annual Meeting, the holders of 38,843,931 shares of Class A Common Stock (representing 1,942,145 total votes) and the holders of 12,04,862 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 2023 Annual Meeting. The 2023 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 and Troy A. Clarke as directors to hold office until the Company’s 2024 Annual Meeting of Shareholders. The voting results for each of these individuals were as follows:
|
Name
|
|
Votes For
|
|
|
Votes
Withheld
|
|
|
Broker
Non-Votes
|
|
|
W. M. “Rusty” Rush
|
|
|
12,859,740 |
|
|
|
179,162 |
|
|
|
1,108,105 |
|
|
Thomas A. Akin
|
|
|
12,763,824 |
|
|
|
275,078 |
|
|
|
1,108,105 |
|
|
Raymond J. Chess
|
|
|
12,308,094 |
|
|
|
730,808 |
|
|
|
1,108,105 |
|
|
William H. Cary
|
|
|
12,902,070 |
|
|
|
136,832 |
|
|
|
1,108,105 |
|
|
Dr. Kennon H. Guglielmo
|
|
|
10,798,282 |
|
|
|
2,240,620 |
|
|
|
1,108,105 |
|
|
Elaine Mendoza
|
|
|
12,257,321 |
|
|
|
781,581 |
|
|
|
1,108,105 |
|
|
Troy A. Clarke
|
|
|
12,314,811 |
|
|
|
724,091 |
|
|
|
1,108,105 |
|
Proposal 2 – Approval of the Amendment and Restatement of the 2007 Long-Term Incentive Plan. The Company’s shareholders approved the amendment and restatement of the Company’s 2007 LTIP. The voting results were as follows:
|
Votes For
|
|
|
Votes Against
|
|
|
Abstentions
|
|
|
Broker Non-Votes
|
|
| 9,735,853 |
|
|
|
3,299,264 |
|
|
|
3,785 |
|
|
|
1,108,105 |
|
Proposal 3 – Approval of the Amendment and Restatement of the 2004 Employee Stock Purchase Plan. The Company’s shareholders approved the amendment and restatement of the Company’s 2004 ESPP. The voting results were as follows:
|
Votes For
|
|
Votes Against
|
|
Abstentions
|
Broker Non-Votes
|
|
13,005,929
|
|
29,742
|
|
3,231
|
1,108,105
|
Proposal 4 – Approval of the Certificate of Amendment to the Restated Articles of Incorporation of the Company to Increase the Number of Authorized Shares of Class A Common Stock from 60,000,000 to 105,000,000.
The Company’s shareholders approved the Certificate of Amendment to the Restated Articles of Incorporation of the Company to increase the number of authorized shares of Class A Common Stock from 60,000,000 to 105,000,000. A copy of the Certificate of Amendment to the Restated Articles of Incorporation is filed as Exhibit 10.3 and incorporated herein by reference. The voting results were as follows:
Class A Common Stock Holders Voting as a Separate Class:
|
Votes For
|
|
|
Votes Against
|
|
|
Abstentions
|
|
| 1,885,967 |
|
|
|
55,223 |
|
|
|
724 |
|
Class A and Class B Common Stock Holders Voting Together in the Aggregate:
|
Votes For
|
|
|
Votes Against
|
|
|
Abstentions
|
|
| 13,932,243 |
|
|
|
202,748 |
|
|
|
12,015 |
|
Proposal 5 – Approval of the Certificate of Amendment to the Restated Articles of Incorporation of the Company to Increase the Number of Authorized Shares of Class B Common Stock from 20,000,000 to 35,000,000.
The Company’s shareholders approved the Certificate of Amendment to the Restated Articles of Incorporation of the Company to increase the number of authorized shares of Class B Common Stock from 20,000,000 to 35,000,000. A copy of the Certificate of Amendment to the Restated Articles of Incorporation is filed as Exhibit 10.3 and incorporated herein by reference. The voting results were as follows:
Class B Common Stock Holders Voting as a Separate Class:
|
Votes For
|
|
|
Votes Against
|
|
|
Abstentions
|
|
| 9,963,996 |
|
|
|
2,238,772 |
|
|
|
2,094 |
|
Class A and Class B Common Stock Holders Voting Together in the Aggregate:
|
Votes For
|
|
|
Votes Against
|
|
|
Abstentions
|
|
| 10,754,502 |
|
|
|
3,389,629 |
|
|
|
2,876 |
|
Proposal 6 – Advisory Vote to Approve Executive Compensation. The Company’s shareholders approved, on an advisory basis, the Company’s executive compensation. The voting results were as follows:
|
Votes For
|
|
|
Votes Against
|
|
|
Abstentions
|
|
|
Broker Non-Votes
|
|
| 11,539,116 |
|
|
|
1,497,974 |
|
|
|
1,811 |
|
|
|
1,108,106 |
|
Proposal 7 – Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation. With respect to the Company’s shareholders’ recommended frequency of future advisory votes on executive compensation, the voting results were as follows:
|
Votes For One Year
|
|
|
Votes For Two Years
|
|
|
Votes For Three Years
|
|
|
Abstentions
|
|
|
Broker Non-Votes
|
|
| 3,453,387 |
|
|
|
3,235 |
|
|
|
9,577,543 |
|
|
|
4,737 |
|
|
|
1,108,105 |
|
Proposal 8 – 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 2023 fiscal year. The voting results were as follows:
|
Votes For
|
|
|
Votes Against
|
|
|
Abstentions
|
|
| 14,024,588 |
|
|
|
119,771 |
|
|
|
2,648 |
|