UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) On March 2, 2020, the Board of Directors of Rush Enterprises, Inc. (the “Company”), upon the recommendation of the Compensation Committee of the Company (the “Compensation Committee”), approved the following compensation payments to the below named executive officers of the Company:
Cash Bonus Payments
After a review of competitive market data and the Company’s operating results for the 2019 fiscal year, the Compensation Committee approved the following cash bonus payments:
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Cash Bonus |
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W. M. “Rusty” Rush |
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$ |
2,200,000 |
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Michael J. McRoberts |
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$ |
565,000 |
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Steven L. Keller |
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$ |
438,000 |
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Derrek Weaver |
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$ |
438,000 |
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James E. Thor |
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$ |
413,000 |
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The cash bonuses will be paid on March 13, 2020.
Stock Option Grants
The Compensation Committee approved the following stock options exercisable for shares of the Company’s Class A common stock (the “Stock Options”):
Name / Title |
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Stock Options (#) |
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W. M. “Rusty” Rush |
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35,000 |
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Michael J. McRoberts |
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10,000 |
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Steven L. Keller |
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10,000 |
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Derrek Weaver |
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10,000 |
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James E. Thor |
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10,000 |
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The Stock Options will be granted under the Rush Enterprises, Inc. Amended and Restated 2007 Long-Term Incentive Plan (the “Plan”) on March 13, 2020 (the “Grant Date”). The Stock Options will have an exercise price equal to the closing sale price of the Company’s Class A common stock on the Grant Date and will vest in three equal annual installments beginning on the third anniversary of the Grant Date. Additional terms and conditions applicable to the Stock Options are set forth in the Form of Rush Enterprises, Inc. Amended and Restated 2007 Long-Term Incentive Plan Stock Option Agreement attached as Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on March 8, 2019.
Restricted Stock Awards
The Compensation Committee approved the following restricted stock awards (the “RSAs”):
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RSAs (#) |
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W. M. “Rusty” Rush |
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65,000 |
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Michael J. McRoberts |
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23,000 |
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Steven L. Keller |
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15,000 |
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Derrek Weaver |
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15,000 |
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James E. Thor |
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13,400 |
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The RSAs will be granted under the Plan on the Grant Date. The RSAs entitle the grantee to receive shares of the Company’s Class B common stock upon satisfaction of the vesting conditions. The RSAs will vest in three equal installments beginning on the first anniversary of the Grant Date. Additional terms and conditions applicable to the RSAs are set forth in the Form of Rush Enterprises, Inc. Amended and Restated 2007 Long-Term Incentive Plan Restricted Stock Award Agreement attached as Exhibit 10.2 to the Company’s Form 8-K filed with the Securities and Exchange Commission on March 8, 2019.
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.
RUSH ENTERPRISES, INC. |
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By: |
/s/ Michael Goldstone |
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Michael Goldstone |
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Vice President, General Counsel | |||
and Corporate Secretary |
Dated: March 6, 2020