RUSH ENTERPRISES INC \TX\
For the period ended May 20, 2025. Filed Apr 8, 2025.
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May 20, 2025 · Filed Apr 8, 2025
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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 2025 Annual Meeting of Shareholders and Proxy Statement
Rush Enterprises, Inc.
555 IH-35 South, Suite 500
New Braunfels, Texas 78130
April 8, 2025
Dear Fellow Rush Shareholders:
You are invited to attend our 2025 Annual Meeting of Shareholders (the “Annual Meeting”), which will be held on Tuesday, May 20, 2025, 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.
Despite the persistent headwinds that that the industry faced in 2024 due to the ongoing freight recession, continued high interest rates and economic uncertainty, we delivered strong financial results, achieving revenues of $7.8 billion and net income of $304.2 million. Sales of new Class 8 trucks to our vocational and public sector customers helped offset the weak demand we experienced from our over-the-road customers, while our Class 4 through 7 commercial vehicle sales were solid across each of the customer segments we support and significantly outpaced the market. With respect to aftermarket products and services, the challenging industry conditions impacted our aftermarket sales in 2024, and our aftermarket revenues were down slightly year-over-year. However, thanks to the investments we made in our aftermarket strategic initiatives over the years, the efforts of our aftermarket sales force and our commitment to our “One-Team” sales strategy, we managed to grow our market share in 2024. We also were able to grow our network in 2024 by adding two Rush Truck Centers locations in Nebraska, two parts and mobile service locations in California and Texas and a new Custom Vehicle Solutions location in Arizona. We remain committed to expanding our network to better serve our customers, and to investing in our strategic initiatives aimed at growing market share and improving profitability.
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 2025. 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 2025 Annual Meeting of Shareholders
| Date: | May 20, 2025 | |
|---|---|---|
| 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 2025; and | |
| ● | To transact such other business that may properly come before the Annual Meeting or any adjournment or postponement thereof. | |
| Record Date: | March 27, 2025. 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 8, 2025
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 20, 2025 The proxy materials for the Company’s Annual Meeting of Shareholders, including the 2024 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 8, 2025, and are available free of charge at http://materials.proxyvote.com.
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