RUSH ENTERPRISES INC TX

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.

Meeting Information and Proxy Mailing Date

Voting Matters and Board Recommendations

Governance Highlights

Governance highlights include:

Board Nominees

The following table provides summary information about each director nominee. Each director is elected annually. The Board of Directors adopted a majority voting standard for uncontested elections. In contested elections, director nominees will be elected based on a plurality standard that is determined by which nominees receive the highest number of votes cast.

2023 Financial Highlights

For more details, please see our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission (the“SEC”) on February 23, 2024.

In 2023, we achieved record-high revenues of $7.9 billion. We also achieved net income of $347.1 million, or $4.15 per diluted share. Our financial results were primarily the result of 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. In addition, despite challenging economic conditions impacting our over-the-road customers, we experienced healthy demand for aftermarket products and services from a wide variety of market segments we support, including our refuse, public sector, wholesale and energy customers, which allowed us to achieve aftermarket revenues of $2.6 billion, an all-time high. Our annual absorption ratio was 130.8%. We returned a total of $312.9 million of capital to our shareholders in 2023 in the form of quarterly cash dividend payments totaling $50.6 million and common stock repurchases totaling $262.3 million. Our total return of capital to shareholders in 2023 was approximately 24% more than what was returned in 2022 and included a quarterly dividend increase of approximately 21%, our fifth annual dividend increase in a row. We are proud of our financial performance and record high revenues in 2023, especially as we were operating within the confines of truck allocation and other challenging economic conditions. We remain dedicated to returning value to shareholders through earnings growth, quarterly dividends and our stock repurchase program while keeping our balance sheet and cash position strong and continuing to invest in our company’s future.

Compensation Philosophy and Highlights

Our compensation philosophy is to pay for performance. Highlights of our compensation practices include:

Corporate Information