secwatch / observer
8-K filed May 22, 2023, 7:59 PM ET ticker RUSHA CIK 0001012019
other confidence high sentiment neutral materiality 0.50

Rush Enterprises shareholders approve increased share authorizations and amended incentive plans at 2023 annual meeting

RUSH ENTERPRISES INC \TX\

Key facts

Extracted from this filing and checked against the source text.

Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

RUSH ENTERPRISES INC \TX\ shareholders approved Advisory Vote to Approve Executive Compensation at the 2023-05-16 meeting.

Proposal
say on pay
Outcome
passed
Meeting
2023-05-16
Exact text from the filing
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
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

RUSH ENTERPRISES INC \TX\ shareholders approved 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 at the 2023-05-16 meeting.

Proposal
charter amendment
Outcome
passed
Meeting
2023-05-16
Exact text from the filing
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
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

RUSH ENTERPRISES INC \TX\ shareholders approved Approval of the Amendment and Restatement of the 2004 Employee Stock Purchase Plan at the 2023-05-16 meeting.

Proposal
equity plan
Outcome
passed
Meeting
2023-05-16
Exact text from the filing
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
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

RUSH ENTERPRISES INC \TX\ shareholders approved 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 at the 2023-05-16 meeting.

Proposal
charter amendment
Outcome
passed
Meeting
2023-05-16
Exact text from the filing
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
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

RUSH ENTERPRISES INC \TX\ shareholders approved Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation at the 2023-05-16 meeting.

Proposal
say on pay frequency
Outcome
passed
Meeting
2023-05-16
Exact text from the filing
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
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

RUSH ENTERPRISES INC \TX\ shareholders approved Approval of the Amendment and Restatement of the 2007 Long-Term Incentive Plan at the 2023-05-16 meeting.

Proposal
equity plan
Outcome
passed
Meeting
2023-05-16
Exact text from the filing
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
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

RUSH ENTERPRISES INC \TX\ shareholders approved Election of Directors at the 2023-05-16 meeting.

Proposal
director election
Outcome
passed
Meeting
2023-05-16
Exact text from the filing
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
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

RUSH ENTERPRISES INC \TX\ shareholders approved Ratification of the Company's Independent Registered Public Accounting Firm at the 2023-05-16 meeting.

Proposal
auditor ratification
Outcome
passed
Meeting
2023-05-16
Exact text from the filing
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
View on SEC.gov

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RUSH ENTERPRISES INC \TX\ filing history →

Source: SEC EDGAR
accession 0001437749-23-015487
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