Rush Enterprises Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect nine directors (W.M. “Rusty” Rush, Thomas A. Akin, Raymond J. Chess, William H. Cary, Dr. Kennon H. Guglielmo, Elaine Mendoza, Troy A. Clarke, Amy Boerger and Michael J. McRoberts) to hold office until the 2027 Annual Meeting or until their successors are elected and qualified.

2. 2

   Advisory Vote to Approve Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis, compensation tables, and narrative.

   More detail

   This non-binding advisory proposal asks shareholders to approve the Company’s disclosed executive compensation for its named executive officers (the 'say-on-pay' vote). Management seeks shareholder endorsement to validate its pay philosophy, which it describes as pay-for-performance with significant 'at-risk' compensation tied to cash bonuses and equity awards, stock ownership guidelines, clawback provisions, and other governance features intended to align executives with long-term shareholder value. The Compensation and Human Capital Committee explains that bonuses are tied to income from continuing operations before taxes and that equity awards are used for retention and alignment; an independent consultant (CAP) was used to benchmark pay against a custom peer group. Management emphasizes qualitative evaluation of individual performance in addition to financial metrics, arguing that rigid formulaic targets could encourage inappropriate risk-taking. The Board unanimously recommends a FOR vote, noting prior shareholder support (~89% in 2023) and that the advisory result will be considered in future compensation decisions. The vote is advisory only and not binding on the Board or Compensation Committee, but management states it will review the results when making future program decisions and that the Company plans to hold the say-on-pay vote every three years. In evaluating the proposal, investors should consider the Company’s disclosure of pay mix (significant equity and bonus components), the Compensation Committee’s use of peer benchmarking and subjective performance assessments, the Company’s recent financial results (revenues of $7.4 billion and net income of $263.8 million for 2025), and existing governance features such as clawbacks, prohibition on hedging, and ownership guidelines that mitigate risk and align interests.

3. 3

   Ratification of Ernst & Young LLP as Independent Registered Public Accounting Firm for Fiscal Year 2026

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

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When is the Rush Enterprises Inc 2026 annual meeting?

Rush Enterprises Inc (RUSHA) holds its 2026 annual shareholder meeting on Tuesday, May 19, 2026.

What is the record date for the Rush Enterprises Inc 2026 meeting?

The record date for the Rush Enterprises Inc 2026 meeting is Friday, March 27, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Rush Enterprises Inc's 2026 meeting?

The board is presenting 9 director nominees at the Rush Enterprises Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Rush Enterprises Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Rush Enterprises Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.