RUSH ENTERPRISES INC \TX\ 8-K

What Happened
Rush Enterprises, Inc. (RUSHA) filed an 8-K reporting the results of its 2026 Annual Meeting of Shareholders held May 19, 2026. Shareholders elected nine directors to serve until the 2027 Annual Meeting and voted on executive compensation and the company’s independent auditor. Holders of 58,849,724 shares of Class A Common Stock (representing 2,942,485 total votes) and 16,264,511 shares of Class B Common Stock voted in person or by proxy.

Key Details

• Directors elected (terms to 2027) and vote counts:
  • W. M. “Rusty” Rush — For: 17,605,429; Withheld: 122,492; Broker non-votes: 1,479,076
  • Thomas A. Akin — For: 17,518,514; Withheld: 209,407; Broker non-votes: 1,479,076
  • Raymond J. Chess — For: 13,814,905; Withheld: 3,913,016; Broker non-votes: 1,479,076
  • William H. Cary — For: 17,548,165; Withheld: 179,756; Broker non-votes: 1,479,076
  • Dr. Kennon H. Guglielmo — For: 13,877,618; Withheld: 3,850,303; Broker non-votes: 1,479,076
  • Elaine Mendoza — For: 12,029,419; Withheld: 5,698,502; Broker non-votes: 1,479,076
  • Troy A. Clarke — For: 13,878,732; Withheld: 3,849,189; Broker non-votes: 1,479,076
  • Amy Boerger — For: 17,580,775; Withheld: 147,146; Broker non-votes: 1,479,076
  • Michael J. McRoberts — For: 17,659,928; Withheld: 67,993; Broker non-votes: 1,479,076
• Advisory vote on executive compensation (Say-on-Pay): For 15,655,848; Against 2,067,991; Abstentions 4,082; Broker non-votes 1,479,076.
• Ratification of independent auditor: Ernst & Young LLP was ratified for fiscal 2026 — For 19,066,599; Against 139,771; Abstentions 627.
• Meeting date: May 19, 2026.

Why It Matters
These results confirm the company’s board composition and governance choices for the coming year, giving investors clarity about management oversight and continuity. The advisory approval of executive compensation (majority For) signals shareholder support for pay practices, while the ratification of Ernst & Young as auditor secures the company’s independent accounting oversight for 2026. Broker non-votes on several items indicate some shares were not voted on certain proposals, which can affect the practical voting outcomes for contested or close items.