{"schema_version":"secwatch.filing_event.v1","accession":"0001437749-23-015487","form_type":"8-K","ticker":"RUSHA","cik":"0001012019","company_name":"RUSH ENTERPRISES INC \\TX\\","filed_at":"2023-05-22T23:59:59+00:00","discovered_at":"2026-05-14T18:03:37.583830+00:00","generated_at":"2026-06-14T17:48:17.356316+00:00","sec_items":["5.02","5.07","9.01"],"event_type":"other","sentiment":"neutral","materiality_score":0.5,"calibrated_materiality_score":0.5,"confidence":"high","headline":"Rush Enterprises shareholders approve increased share authorizations and amended incentive plans at 2023 annual meeting","bullets":["Shareholders approved 2007 LTIP amendment, adding 1.2M shares each of Class A and B and extending term to 2033.","Shareholders approved 2004 ESPP amendment, adding 400K shares of Class A common stock.","Authorized Class A shares increased from 60M to 105M; Class B from 20M to 35M via charter amendments.","All seven director nominees elected; advisory say-on-pay passed with 3-year frequency preferred by most shares.","Ernst & Young ratified as independent auditor for fiscal 2023."],"urls":{"canonical":"https://secwatch.observer/filing/0001437749-23-015487","json":"https://secwatch.observer/filing/0001437749-23-015487.json","markdown":"https://secwatch.observer/filing/0001437749-23-015487.md","text":"https://secwatch.observer/filing/0001437749-23-015487.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1012019/000143774923015487/0001437749-23-015487-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1012019/000143774923015487/rusha20230522_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-14T17:48:17.356316+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"1ed643fe87076e1e29a2573122abf45270cac71b","claim":"RUSH ENTERPRISES INC \\TX\\ shareholders approved Advisory Vote to Approve Executive Compensation at the 2023-05-16 meeting.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1012019/000143774923015487/0001437749-23-015487-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-16"}],"fact_type":"shareholder_vote"},{"claim_id":"429e5e5967fb309f435b20d2ac359c7f1bd76d6f","claim":"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.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1012019/000143774923015487/0001437749-23-015487-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-16"}],"fact_type":"shareholder_vote"},{"claim_id":"63baa801a420fbb4380c9843dc49418dd4621a6e","claim":"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.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1012019/000143774923015487/0001437749-23-015487-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"equity plan"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-16"}],"fact_type":"shareholder_vote"},{"claim_id":"83b65aa5e6a30f57cb46d8c97a3e7bb64e0fad05","claim":"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.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1012019/000143774923015487/0001437749-23-015487-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-16"}],"fact_type":"shareholder_vote"},{"claim_id":"857edfd215eb0481d7b19df600a35d798b85e801","claim":"RUSH ENTERPRISES INC \\TX\\ shareholders approved Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation at the 2023-05-16 meeting.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1012019/000143774923015487/0001437749-23-015487-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay frequency"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-16"}],"fact_type":"shareholder_vote"},{"claim_id":"cc463514b6156b96cd4609ef02b8f7336d8587b4","claim":"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.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1012019/000143774923015487/0001437749-23-015487-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"equity plan"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-16"}],"fact_type":"shareholder_vote"},{"claim_id":"cebef2076206a23ec7987e07fe3797a89d7bbbcf","claim":"RUSH ENTERPRISES INC \\TX\\ shareholders approved Election of Directors at the 2023-05-16 meeting.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1012019/000143774923015487/0001437749-23-015487-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-16"}],"fact_type":"shareholder_vote"},{"claim_id":"e8bb1ab68a3c0576f1d28321b58fad6264669b28","claim":"RUSH ENTERPRISES INC \\TX\\ shareholders approved Ratification of the Company's Independent Registered Public Accounting Firm at the 2023-05-16 meeting.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1012019/000143774923015487/0001437749-23-015487-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-16"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}