RUSH ENTERPRISES INC TX
For the period ended May 21, 2024. Filed Apr 9, 2024.
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May 21, 2024 · Filed Apr 9, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
Rush Enterprises, Inc.
(Name of registrant as specified in its charter)
(Name of person(s) filing proxy statement, if other than the registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|
| ☐ | Fee paid previously with preliminary materials. |
|---|
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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Notice of 2024 Annual Meeting of Shareholders and Proxy Statement
Rush Enterprises, Inc.
555 IH-35 South, Suite 500
New Braunfels, Texas 78130
April 9, 2024
Dear Fellow Rush Shareholders:
You are invited to attend our 2024 Annual Meeting of Shareholders (the “Annual Meeting”), which will be held on Tuesday, May 21, 2024, at 10:00 a.m., local time, in the main conference room at Rush Enterprises, Inc.’s (the “Company”) executive offices, which are located at 555 IH-35 South, Suite 500, New Braunfels, Texas 78130.
We achieved record-high revenues of $7.9 billion in 2023, primarily due to strong demand for new Class 8 and Class 4 through 7 commercial vehicles caused by increased new commercial vehicle production after several years of supply chain and other production constraints. With respect to aftermarket products and services, although we experienced challenging market conditions caused by low freight rates and high interest rates that negatively impacted many of our customers, including our over-the-road customers, our largest customer segment, we also experienced healthy demand for aftermarket parts and services from a wide variety of market segments we support, including our refuse, public sector, wholesale and energy customers. Further, during 2023, we continued to expand our service technician workforce, enabling us to execute on certain of our strategic initiatives with respect to improving our mobile service, Xpress services and other contract maintenance offerings. Throughout 2023, we remained focused on supporting large national accounts and diversifying our customer base, which helped us offset challenging operating conditions in the industry and achieve healthy year-over-year growth in aftermarket revenues.
Looking ahead, it should be noted that the pent-up demand for new Class 8 trucks from the last few years has largely been met, and we expect that retail sales for new Class 8 trucks will decline in 2024. As production of medium-duty commercial vehicles continues to increase, we believe demand will remain consistent with 2023. In the aftermarket, we believe that economic factors will continue to cause challenging operating conditions in the industry. However, we believe that our focus on diversifying our customer base, along with our focus on large national accounts and our other aftermarket strategic initiatives, will allow us to gain market share, and we believe our financial results will outpace the industry in 2024.
At the Annual Meeting, we will ask you to: (a) elect our Board of Directors; and (b) ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2024. We will review the Company’s progress during the past year and discuss any other business matters properly brought before the Annual Meeting. The attached proxy statement explains our voting procedures, describes the business we will conduct and provides information about the Company that you should consider when you vote your shares.
Your vote is very important to us. Whether or not you plan to attend the Annual Meeting, we encourage you to vote promptly. Thank you for your ongoing support of the Company.
Sincerely,
W.M. “Rusty” Rush
President, Chief Executive Officer and
Chairman of the Board
Rush Enterprises, Inc.
Notice of 2024 Annual Meeting of Shareholders
| Date: | May 21, 2024 | |
|---|---|---|
| Time: | 10:00 a.m., local time | |
| Place: | Rush Enterprises, Inc.’s executive offices: 555 IH-35 South, Suite 500 New Braunfels, Texas 78130 | |
| Items of Business: | ● | To elect nine directors from among the nominees described in this proxy statement; |
| ● | To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2024; and | |
| ● | To transact such other business that may properly come before the Annual Meeting or any adjournment or postponement thereof. | |
| Record Date: | March 27, 2024. Only shareholders of record at the close of business on the record date are entitled to receive notice of, and to vote at, the Annual Meeting. | |
| Proxy Voting: | Please vote your shares at your earliest convenience. This will ensure the presence of a quorum at the Annual Meeting. Promptly voting your shares by either (i) following the instructions provided to you in that certain Notice of Internet Availability of Proxy Materials or (ii) if you receive paper copies of our proxy materials, signing, dating, and returning the enclosed proxy card, or otherwise by following the voting instructions enclosed therewith, will save the expenses and extra work of additional solicitation. Submitting your proxy now will not prevent you from voting your shares at the meeting, as your proxy is revocable at your option. |
By Order of the Board of Directors,
Michael Goldstone
Senior Vice President, General Counsel and
Corporate Secretary
New Braunfels, Texas
April 9, 2024
YOUR VOTE IS IMPORTANT! NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS Important Notice Regarding Internet Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on May 21, 2024 The proxy materials for the Company’s Annual Meeting of Shareholders, including the 2023 Annual Report, the Proxy Statement and any other additional soliciting materials, are first being distributed or made available, as the case may be, beginning on or about April 9, 2024, and are available free of charge at http://materials.proxyvote.com.
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