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)

 

Texas

(State or other jurisdiction

of incorporation)

0-20797

(Commission File Number)

74-1733016

(IRS Employer Identification No.)

     

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))

 

 
 

 

 

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:

 

Name

 

Votes For

 

Votes

Withheld

Broker

Non-Votes

W. M. “Rusty” Rush

 

10,635,390

 

104,549

719,169

W. Marvin Rush

 

10,649,522

 

90,417

719,169

Harold D. Marshall

 

10,455,314

 

284,625

719,169

Thomas A. Akin

 

10,458,185

 

281,753

719,169

James C. Underwood

 

10,512,044

 

227,894

719,169

Raymond J. Chess

 

10,674,320

 

65,619

719,169

William H. Cary

 

10,695,541

 

44,398

719,169

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:

 

Votes For

 

Votes Against

 

Abstentions

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:

 

Votes For

 

Votes Against

 

Abstentions

Broker Non-Votes

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.

 

 

RUSH ENTERPRISES, INC.

 

 

 

 

 

 

Dated: May 21, 2015 

 

By:

/s/ Derrek Weaver

 

 

 

Derrek Weaver

 

 

 

Senior Vice President, General Counsel and

 

    Corporate Secretary