Rush Enterprises CEO Change & Director Departure

TL;DR

Rusty Rush is now CEO, Brock is out. Leadership shakeup at Rush Enterprises.

AI Summary

Rush Enterprises, Inc. announced on March 6, 2024, the appointment of W. M. "Rusty" Rush as Chief Executive Officer, effective immediately. He will also continue his role as Chairman of the Board. The company also reported the departure of John D. Brock as a director, effective March 6, 2024. Additionally, the filing includes information on compensatory arrangements for certain officers.

Why It Matters

This filing signals a leadership transition at Rush Enterprises with the CEO taking on the top executive role, which could impact the company's strategic direction and operational focus.

Risk Assessment

Risk Level: medium — Leadership changes can introduce uncertainty regarding future strategy and execution, potentially affecting investor confidence.

Key Players & Entities

• Rush Enterprises, Inc. (company) — Registrant
• W. M. "Rusty" Rush (person) — Appointed CEO and continues as Chairman
• John D. Brock (person) — Departed director
• March 6, 2024 (date) — Effective date of appointments and departures

FAQ

Key Financial Figures

• $0.01 — tered Class A Common Stock , par value $0.01 per share RUSHA Nasdaq Global Select
• $20,000 — ces to the Company at a monthly rate of $20,000 and will be entitled to reimbursement f

Filing Documents

• rusha20240308_8k.htm (8-K) — 70KB
• ex_636960.htm (EX-10.1) — 29KB
• ex_636959.htm (EX-99.1) — 17KB
• a01.jpg (GRAPHIC) — 14KB
• 0001437749-24-007192.txt ( ) — 298KB
• rusha-20240306.xsd (EX-101.SCH) — 4KB
• rusha-20240306_def.xml (EX-101.DEF) — 13KB
• rusha-20240306_lab.xml (EX-101.LAB) — 17KB
• rusha-20240306_pre.xml (EX-101.PRE) — 13KB
• rusha20240308_8k_htm.xml (XML) — 5KB

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (b) On March 8, 2024, Rush Enterprises, Inc. (the "Company") announced that Michael J. McRoberts will step down from his role as Chief Operating Officer ("COO") in the second half of the year. When Mr. McRoberts steps down as COO, he will continue to serve the Company in a senior advisory role and in his current capacity as a member of the Board of Directors (the "Board") of the Company. Further details regarding the timing of Mr. McRoberts' transition from COO to his senior advisory role, in addition to the compensation associated with such role, will be provided at a later date. In addition, the Company also announced that Scott Anderson, Senior Vice President – Finance, Insurance and Leasing, will retire effective March 30, 2024. In order to facilitate the transition of Mr. Anderson's duties to multiple different employees, Mr. Anderson and Rush Administrative Services, Inc., a subsidiary of the Company, have entered into a consulting agreement (the "Consulting Agreement") for a minimum term of six (6) months beginning on April 1, 2024, and ending on September 30, 2024, and continuing on a month-to-month basis thereafter unless terminated earlier by either party. Pursuant to the terms of the Consulting Agreement, Mr. Anderson will provide certain consulting services to the Company at a monthly rate of $20,000 and will be entitled to reimbursement for reasonable expenses incurred in performing such services. After September 30, 2024, either the Company or Mr. Anderson may terminate the Consulting Agreement by providing notice of such termination to the other party. The Consulting Agreement also includes customary confidentiality, non-solicitation and non-compete provisions. The foregoing description of the Consulting Agreement is qualified in its entirety by reference to the full text of the Consulting A

01

Item 7.01 Regulation FD Disclosure. On March 8, 2024, the Company issued a press release announcing the management transitions discussed above. A copy of the press release is furnished as Exhibit 99.1 hereto. This information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Consulting Agreement, effective as of April 1, 2024 by and among Rush Administrative Services, Inc. and Scott Anderson 99.1 Rush Enterprises, Inc. press release dated March 8, 2024 104 Cover Page Interactive Data File (embedded within the inline XRBL document)

SIGNATURES

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: March 8, 2024 By: /s/ Michael Goldstone Michael Goldstone Senior Vice President, General Counsel and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR