UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 19, 2015
Rush Enterprises, Inc.
(Exact name of registrant as specified in its charter)
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Texas (State or other jurisdiction of incorporation) |
0-20797 (Commission File Number) |
74-1733016 (IRS Employer Identification No.) |
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555 IH-35 South, Suite 500 New Braunfels, Texas (Address of principal executive offices) |
78130 (Zip Code) |
Registrant’s telephone number, including area code: (830) 626-5200
Not Applicable
______________________________________________
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
The 2015 Annual Meeting of Shareholders (the “Annual Meeting”) of Rush Enterprises, Inc. (the “Company”) was held on May 19, 2015. At the Annual Meeting, the Company’s shareholders voted on each of the below proposals, which are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 3, 2015. The final voting results of the 2015 Annual Meeting are set forth below.
Proposal 1 – Election of Directors. The Company’s shareholders elected W.M. “Rusty” Rush, W. Marvin Rush, Harold D. Marshall, Thomas A. Akin, James C. Underwood, Raymond J. Chess, William H. Cary and Dr. Kennon H. Guglielmo as directors to hold office until the Company’s 2016 Annual Meeting of Shareholders. The voting results for each of these individuals were as follows:
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Name |
Votes For |
Votes Withheld |
Broker Non-Votes | ||
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W. M. “Rusty” Rush |
10,635,390 |
104,549 |
719,169 | ||
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W. Marvin Rush |
10,649,522 |
90,417 |
719,169 | ||
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Harold D. Marshall |
10,455,314 |
284,625 |
719,169 | ||
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Thomas A. Akin |
10,458,185 |
281,753 |
719,169 | ||
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James C. Underwood |
10,512,044 |
227,894 |
719,169 | ||
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Raymond J. Chess |
10,674,320 |
65,619 |
719,169 | ||
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William H. Cary |
10,695,541 |
44,398 |
719,169 | ||
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Dr. Kennon H. Guglielmo |
10,695,541 |
44,398 |
719,169 |
Proposal 2 – 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 2015 fiscal year. The voting results were as follows:
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Votes For |
Votes Against |
Abstentions | ||
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11,379,274 |
79,826 |
9 |
Proposal 3 – Shareholder Proposal to Adopt a Recapitalization Plan to Eliminate the Company’s Dual-Class Capital Structure. The Company’s shareholders rejected the shareholder proposal to adopt a recapitalization plan to eliminate the Company’s dual-class capital structure. The voting results were as follows:
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Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | ||
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5,242,915 |
5,440,022 |
57,002 |
719,169 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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RUSH ENTERPRISES, INC. |
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Dated: May 21, 2015 |
By: |
/s/ Derrek Weaver |
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Derrek Weaver |
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Senior Vice President, General Counsel and |
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| Corporate Secretary | ||||