Rush Enterprises (RUSHA) Proxy filing summary

Executive summary

• Achieved 2025 revenues of $7.4 billion and net income of $263.8 million, with strong cash flows despite industry headwinds from a freight recession and regulatory uncertainty.

• Returned $251.5 million to shareholders via dividends and stock repurchases, including a 5.6% dividend increase, marking the seventh consecutive annual increase.

• Expanded network by adding two IC Bus dealerships in Canada and opening a new Peterbilt dealership in Tennessee.

• Maintained a strong absorption ratio of 130.7% and grew aftermarket revenues slightly year-over-year.

Voting matters and shareholder proposals

• Shareholders will vote to elect nine directors, approve executive compensation on an advisory basis, and ratify Ernst & Young LLP as the independent auditor for 2026.

• Board recommends voting FOR all proposals.

• Shareholders of record as of March 27, 2026, are eligible to vote; Class B shares have one vote per share, Class A shares have 1/20th vote per share.

Board of directors and corporate governance

• Board consists of nine directors, seven of whom are independent; annual election of all directors with a majority vote standard in uncontested elections.

• Board committees (Audit, Compensation and Human Capital, Nominating and Governance) are composed solely of independent directors.

• Lead Independent Director role established; meaningful stock ownership guidelines for directors and executives.

• Board diversity in skills, experience, gender, and ethnicity is emphasized in director nominations.