UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 2, 2019, the Board of Directors (the “Board”) of Rush Enterprises, Inc. (the “Company”) appointed Elaine Mendoza as a new independent member of the Board, effective immediately. Ms. Mendoza will stand for election at the Company’s 2020 Annual Meeting. The Board has not yet determined which committee(s) of the Board Ms. Mendoza will be appointed to. There are no arrangements or understandings between Ms. Mendoza, on the one hand, and any other person, on the other hand, pursuant to which Ms. Mendoza was elected as a director of the Company, and the Company believes there are no transactions in which Ms. Mendoza has an interest requiring disclosure under Item 404(a) of Regulation S-K. Ms. Mendoza has been determined to meet the criteria for independence under the listing standards of the NASDAQ Global Select Market.
Ms. Mendoza will receive the Company’s standard non-employee director compensation (pro-rated based on her start date), which is described in the Company’s 2019 definitive proxy statement filed with the Securities and Exchange Commission on April 2, 2019. Ms. Mendoza will enter into an indemnification agreement with the Company consistent with the form of existing indemnification agreement entered into between the Company and its other directors.
Ms. Mendoza currently serves as the President and Chief Executive Officer of Conceptual MindWorks, Inc. (CMI), a leading informatics company that specializes in providing health-related software, bioinformatics, biotechnology, scientific, and technical solutions to the public and private sectors, which she founded in 1990. Ms. Mendoza serves on the boards of several entities, including non-profits, and has been an active member of her community for more than 30 years. She currently serves as Chairman of the Board of Regents of the Texas A&M University System and as a member of the board of directors of HCSC, where she serves as the chair of the Audit and Compliance committee. Ms. Mendoza holds a B.S. in Aerospace Engineering from Texas A&M University.
A copy of the press release announcing the appointment of Ms. Mendoza as a new independent member of the Board is filed as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
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Exhibit 99.1 |
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| Exhibit 104 | Cover Page Interactive Data File (formatted in Inline XBRL) |
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: October 2, 2019 |
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/s/ Michael Goldstone |
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Vice President, General Counsel and Corporate Secretary |
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Exhibit 99.1
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Rush Enterprises, Inc., San Antonio
Steven L. Keller, 830-302-5226
kellers@rushenterprises.com
RUSH ENTERPRISES, INC. APPOINTS ELAINE MENDOZA TO ITS BOARD OF DIRECTORS
SAN ANTONIO, Texas, October 2, 2019 — Rush Enterprises, Inc. (NASDAQ: RUSHA & RUSHB), which operates the largest network of commercial vehicle dealerships in North America, today announced the appointment of Elaine Mendoza as a new independent member of its Board of Directors, effective immediately.
Ms. Mendoza currently serves as the President and Chief Executive Officer of Conceptual MindWorks, Inc. (CMI), a leading informatics company that specializes in providing health-related software, bioinformatics, biotechnology, scientific, and technical solutions to the public and private sectors, which she founded in 1990. Ms. Mendoza serves on the boards of several entities, including non-profits, and has been an active member of her community for more than 30 years. She currently serves as Chairman of the Board of Regents of the Texas A&M University System and as a member of the board of directors of HCSC, where she serves as the chair of the Audit and Compliance committee. Ms. Mendoza holds a B.S. in Aerospace Engineering from Texas A&M University.
“We are delighted to have Elaine join our Board as a new independent director,” said W.M. “Rusty” Rush, Chairman, CEO and President of Rush Enterprises, Inc. “Elaine’s demonstrated entrepreneurial success and leadership acumen make her a valuable addition to the Board, and we know that she will be a tremendous asset to the Company as well,” added Rush. “I am confident that Elaine’s business experience will create value across numerous areas of our Board, but I am particularly excited about her future contributions with respect to her expertise in technology solutions. As I have said before, internal and customer-facing technology solutions are a major growth driver in the commercial vehicle industry and particularly as it relates to our aftermarket strategic initiatives. We are fortunate to be able to add Elaine’s unique skill set and perspective to the Board, and we look forward to her contributions as part of our team.”
About Rush Enterprises, Inc.
Rush Enterprises, Inc. is the premier solutions provider to the commercial vehicle industry. The Company owns and operates Rush Truck Centers, the largest network of commercial vehicle dealerships in North America, with more than 100 dealership locations in 22 states. These vehicle centers, strategically located in high traffic areas on or near major highways throughout the United States, represent truck and bus manufacturers, including Peterbilt, International, Hino, Isuzu, Ford, Mitsubishi, IC Bus and Blue Bird. They offer an integrated approach to meeting customer needs — from sales of new and used vehicles to aftermarket parts, service and collision center operations plus financing, insurance, leasing and rental. Rush Enterprises' operations also provide vehicle upfitting, CNG fuel systems and vehicle telematics products. Additional information about Rush Enterprises’ products and services is available at www.rushenterprises.com. Follow our news on Twitter at @rushtruckcenter and on Facebook at facebook.com/rushtruckcenters.
Certain statements contained herein, including those concerning the Company’s strategic initiatives, are “forward-looking” statements (as such term is defined in the Private Securities Litigation Reform Act of 1995). Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, competitive factors, general U.S. economic conditions, economic conditions in the new and used commercial vehicle markets, customer relations, relationships with vendors, the interest rate environment, governmental regulation and supervision, product introductions and acceptance, changes in industry practices, one-time events and other factors described herein and in filings made by the Company with the Securities and Exchange Commission.