Rush Enterprises (RUSHA) Proxy Filing summary

Executive summary

• Achieved $7.8 billion in revenue and $304.2 million net income in 2024, the second highest annual revenue in company history, despite industry headwinds such as a freight recession and high interest rates.

• Grew market share in medium-duty commercial vehicles and expanded the network with new locations in Nebraska, California, Texas, and Arizona.

• Returned $71.3 million to shareholders through dividends and stock repurchases, and increased the quarterly dividend for the sixth consecutive year.

• Increased aggregate borrowing capacity to $2.3 billion while reducing interest rates on borrowings.

Voting matters and shareholder proposals

• Shareholders will vote to elect nine directors and to ratify Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2025.

• Board recommends voting FOR all director nominees and FOR the ratification of the auditor.

• No other shareholder proposals are on the agenda.

Board of directors and corporate governance

• Board consists of nine directors, seven of whom are independent; annual election of all directors.

• Lead Independent Director role established; three standing committees (Audit, Compensation and Human Capital, Nominating and Governance) comprised solely of independent directors.

• Majority vote standard in uncontested elections; meaningful stock ownership guidelines for directors and executives.

• Board diversity includes gender and ethnic representation; regular executive sessions of nonemployee directors.