Rush Enterprises (RUSHA) 2026 meeting: directors elected, pay and auditor approved

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Rush Enterprises, Inc. reported the results of its 2026 Annual Meeting of Shareholders held on May 19, 2026. Holders of 58,849,724 shares of Class A Common Stock and 16,264,511 shares of Class B Common Stock cast votes in person or by proxy.

Shareholders elected nine directors, including W.M. “Rusty” Rush and eight other nominees, to serve until the 2027 Annual Meeting. Each nominee received more votes for than withheld, with additional broker non-votes reported.

Shareholders also approved, on an advisory basis, the Company’s executive compensation and ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the 2026 fiscal year.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Class A shares represented: 58,849,724 shares Class B shares represented: 16,264,511 shares Votes for W.M. “Rusty” Rush: 17,605,429 votes +3 more

6 metrics

Class A shares represented 58,849,724 shares Class A Common Stock at 2026 Annual Meeting

Class B shares represented 16,264,511 shares Class B Common Stock at 2026 Annual Meeting

Votes for W.M. “Rusty” Rush 17,605,429 votes Director election at 2026 Annual Meeting

Executive compensation votes for 15,655,848 votes Advisory say-on-pay proposal

Executive compensation votes against 2,067,991 votes Advisory say-on-pay proposal

Auditor ratification votes for 19,066,599 votes Ernst & Young LLP for 2026 fiscal year

Key Terms

Broker Non-Votes, advisory basis, independent registered public accounting firm, Annual Meeting of Shareholders

4 terms

Broker Non-Votes financial

"Votes For | | Votes Withheld | | Broker Non-Votes W. M. “Rusty” Rush"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory basis financial

"The Company’s shareholders approved, on an advisory basis, the Company’s executive compensation."

independent registered public accounting firm financial

"ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year."

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Annual Meeting of Shareholders financial

"held its 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”)."

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

Understanding 8-K Material Events →

05/19/2026 - 05:12 PM

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 19, 2026

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 19, 2026, Rush Enterprises, Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”). At the 2026 Annual Meeting, the holders of 58,849,724 shares of Class A Common Stock (representing 2,942,485 total votes) and the holders of 16,264,511 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 2026 Annual Meeting. The 2026 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 2027 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	17,605,429	122,492	1,479,076
Thomas A. Akin	17,518,514	209,407	1,479,076
Raymond J. Chess	13,814,905	3,913,016	1,479,076
William H. Cary	17,548,165	179,756	1,479,076
Dr. Kennon H. Guglielmo	13,877,618	3,850,303	1,479,076
Elaine Mendoza	12,029,419	5,698,502	1,479,076
Troy A. Clarke	13,878,732	3,849,189	1,479,076
Amy Boerger	17,580,775	147,146	1,479,076
Michael J. McRoberts	17,659,928	67,993	1,479,076

Proposal 2 – 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
15,655,848		2,067,991		4,082		1,479,076

Proposal 3 – 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 2026 fiscal year. The voting results were as follows:

Votes For		Votes Against		Abstentions
19,066,599		139,771		627

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 19, 2026	By:	/s/ Michael Goldstone
		Senior Vice President, General Counsel and
		Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Rush Enterprises (RUSHA) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing nine directors, approving executive compensation on an advisory basis, and ratifying Ernst & Young LLP as independent auditor for 2026. All three proposals received sufficient support to pass at the 2026 Annual Meeting.

Were all director nominees elected at Rush Enterprises (RUSHA) 2026 annual meeting?

Yes, all nine director nominees, including W.M. “Rusty” Rush and eight other individuals, were elected to serve until the 2027 Annual Meeting. Each nominee received more votes for than withheld, with separate broker non-votes also reported in the voting results.

How did Rush Enterprises (RUSHA) shareholders vote on executive compensation in 2026?

Shareholders approved the company’s executive compensation on an advisory basis, with 15,655,848 votes for, 2,067,991 votes against, 4,082 abstentions, and 1,479,076 broker non-votes. This advisory vote reflects shareholder views on the company’s executive pay practices for that period.

Which auditing firm did Rush Enterprises (RUSHA) shareholders ratify for fiscal 2026?

Shareholders ratified Ernst & Young LLP as the independent registered public accounting firm for the 2026 fiscal year. The vote totals were 19,066,599 for, 139,771 against, and 627 abstentions, confirming shareholder support for continuing with this audit firm.

How many Rush Enterprises (RUSHA) shares were represented at the 2026 annual meeting?

The meeting included votes from holders of 58,849,724 shares of Class A Common Stock and 16,264,511 shares of Class B Common Stock. These shares were represented either in person or by proxy, forming the voting base for all proposals considered at the meeting.

Did any proposal at Rush Enterprises (RUSHA) 2026 annual meeting fail to pass?

No, all proposals considered at the 2026 Annual Meeting passed. Shareholders elected all nine director nominees, approved the advisory vote on executive compensation, and ratified Ernst & Young LLP as the independent registered public accounting firm for the 2026 fiscal year.

Filing Exhibits & Attachments

4 documents