Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒                            Filed by a Party other than the Registrant ☐

Check the appropriate box:

Rush Enterprises, Inc.

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check the appropriate box):

Notice of 2021 Annual Meeting of Shareholders and Proxy Statement

Rush Enterprises, Inc.

555 IH-35 South, Suite 500

New Braunfels, Texas  78130

April 3, 20185, 2021

Dear Fellow Rush Shareholders:

You are invited to attend our 20182021 Annual Meeting of Shareholders (the “Annual Meeting”), which will be held on Tuesday, May 15, 2018,18, 2021, at 10:00 a.m., local time, in the main conference room at Rush Enterprises, Inc.’s (the “Company”) executive offices, which are located at 555 IH-35 South, Suite 500, New Braunfels, Texas 78130.

Fiscal 2017Obviously, 2020 was a strongchallenging year for us, financially, asjust like it was for everyone across the world. Like most other businesses, we had to make many difficult choices and continuously adapt and overcome. It was already going to be a challenging year for us because of the anticipated downturn in demand for new commercial vehicles due to record to near-record sales of commercial vehicles in 2018 and 2019, and then the COVID-19 pandemic happened. Despite these challenges, we achieved revenues of $4.7 billion and net income of $172.1 million, a record high. Our financial$114.9 million. I believe these are strong results given the circumstances, and I believe they demonstrate that the strategic initiatives we identified and invested in 2017 were positively impacted by a strong nationwide economy, growth in mostover the last several years have improved our quality of earnings and further insulated our business from the market segments we support,historical swings associated with the recently passed tax reform legislation and the momentum built with our long-term strategic aftermarket initiatives. We sold 32,756 new and used trucks, with our new Class 8 truck sales in particular, significantly outpacing the industry. Aftermarket revenues climbed to $1.5 billion and our absorption ratio was an all-time record of 121%, which illustrates our continued focus on profitability. We also returned $34 million of capital to our shareholders in 2017 through the execution of our share repurchase plan.cycle.

During 2017, we stayed focused on our aftermarket offerings by expanding our all-makes parts business, adding to our team of aftermarket sales representatives and increasingAlthough the number of service technicians we have across the country to support our customers with all of their parts and service needs. We also continued to enhance our portfolio of RushCare solutions by making further investments in multiple areas, including RushCare Service Connect, our customer support center, and alternative fuel solutions. In addition, in 2017 we focused on increasing the number of technicians that we have placed in customers’ facilities onCOVID-19 pandemic has had a contract basis and expanding our mobile service offerings. While most of our efforts in these areas in previous years were about building the foundation, we are happy to report that we started seeing the positivenegative impact on our financial results from these initiatives in 2017, especially inbusiness and has also personally affected many of our employees and their families, our Rush Truck Centers have remained operational throughout the second halfpandemic. I am very proud of the year.

We expect 2018our employees’ response to be another strong year for us duethis unprecedented global disaster. They have wholeheartedly embraced our classification as an “essential business” and ensured that food, medical supplies and other essential goods are able to industry expectations of continued strength in the market segmentsmove to where they are needed, and I am eternally grateful to them. While many uncertainties certainly still lie ahead, we serve and our belief that our strategic initiatives will continue to result in parts and service revenue growth. We continue to work towards our previously communicated goals of achieving $7.0 billion in revenues with a five percent pretax return by 2022. We believe that our focus on our strategic initiatives, including the aforementioned aftermarket offerings and vehicle technology solutions, in addition to increasing our market share of Class 4-8 commercial vehicles sales, leasing and rental sales and sales of Momentum Fuel Technologies’ compressed natural gas fuel systems, will help us achieve these goals.are optimistic about 2021.

At the Annual Meeting, we will ask you to:to: (i) elect our Board of Directors; and (ii) ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2018.2021. We will review the Company’s progress during the past year and discuss any other business matters properly brought before the Annual Meeting. The attached proxy statement explains our voting procedures, describes the business we will conduct and provides information about the Company that you should consider when you vote your shares.

Your vote is very important to us. Whether or not you plan to attend the Annual Meeting, in person, we encourage you to vote promptly. You may vote by completing, signing, dating and returning the enclosed proxy card or otherwise by following the voting instructions enclosed herein.

Thank you for your ongoing support of the Company.

		Sincerely,
		W.M. “Rusty” Rush
		President, Chief Executive Officer and
		Chairman of the Board

Rush Enterprises, Inc.

Notice of 20182021 Annual Meeting of Shareholders

	By Order of the Board of Directors,
	Michael Goldstone
	Vice President,General Counsel and Corporate Secretary

New Braunfels, Texas

April 3, 20185, 2020

Table of Contents

Proxy Summary

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.

Meeting Information and Proxy Mailing of Proxy MaterialsDate

Voting Matters and Board Recommendations

Governance Highlights

Governance highlights include:

Board Nominees

The following table provides summary information about each director nominee. Each director nominee is elected annuallyannually. The Board of Directors recently adopted a majority voting standard for uncontested elections. In contested elections, director nominees will be elected based on a plurality standard that is determined by a pluralitywhich nominees receive the highest number of votes cast.

2017

2020 Financial Highlights

For more details, please see our Annual Report on Form 10-K for the year ended December 31, 20172020 filed with the Securities and Exchange Commission ((the “the SEC”“SEC”) on February 24, 2021.March 1, 2018.

WeIn 2020, we achieved revenues of $4.7 billion in 2017. We also achieved recordand net income of $172.1$114.9 million, or $4.20$2.04 per diluted share, whichshare. Our annual absorption ratio was up from $40.6 million, or $1.00 per diluted share, in 2016. As118.7%. We returned a resulttotal of the recently passed tax reform legislation, our tax expense was reduced by $82.9 million, which resulted in an increase of $2.02 in earnings per diluted share during 2017. We benefited from strong growth in multiple industries that we support, the general strength of the United States economy and our ability to successfully execute on certain of our strategic initiatives, including increasing our aftermarket offerings and vehicle technologies’ solutions, which corresponded to increased aftermarket sales and profitability. We also returned $34$47.3 million of capital to our shareholders in 2017 through2020 in the executionform of quarterly cash dividend payments totaling $22.5 million and common stock repurchases totaling $24.8 million. We ended 2020 in a strong financial position with $312.0 million in cash. Given the uphill battles we faced in 2020, including the COVID-19 pandemic and the expected industry downturn resulting from record to near-record sales of new commercial vehicles in 2018 and 2019, we are proud of our share repurchase plan.strong financial performance. We believe our financial results demonstrate that the strategic initiatives we identified and invested in over the last several years have improved our quality of earnings and further insulated our Company from the historical swings associated with the truck sales cycle.

Compensation Philosophy and Highlights

Our compensation philosophy is to pay for performance. Highlights of our compensation practices include:

Corporate Information

GENERAL INFORMATION REGARDING THE ANNUAL MEETING

This proxy statement is furnished in connection with the solicitation of proxies by Rush Enterprises, Inc. on behalf of its Board of Directors for the 20182021 Annual Meeting of Shareholders.

Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a paper copy of the proxy materials?

As permitted by SEC rules, the Company is furnishing the proxy materials, including this proxy statement and the Company’s 2020 Annual Report, to our shareholders using the “Notice and Access” method by providing access to such documents on the Internet instead of mailing printed copies. This process allows us to expedite our shareholders’ receipt of proxy materials, lower the costs of printing and mailing the proxy materials and reduce the environmental impact of the Annual Meeting. Most shareholders will not receive printed copies of the proxy materials unless they request them. Instead, the Notice Regarding the Internet Availability of Proxy Materials (the “Notice”), which will be mailed to most shareholders beginning on or about April 6, 2021, provides instructions on how you may access and review all of the proxy materials on the Internet, how you may submit your proxy via the Internet and how to request a paper or email copy of the Company’s proxy materials. You should follow the instructions for requesting such materials in the Notice. Any request to receive proxy materials by mail will remain in effect until you revoke it.

When andand Where is theis the Annual Meeting?

The Annual Meeting will be held on May 15, 2018,18, 2021, at 10:00 a.m., local time, in the main conference room at Rush Enterprises, Inc.’s executive offices, which are located at 555 IH-35 South, Suite 500, New Braunfels, Texas 78130, and at any adjournments or postponements thereof, for the purposes set forth in the preceding Notice of 20182021 Annual Meeting of Shareholders.

What Matters Will bebe Voted Upon at theat the Annual Meeting?

At the Annual Meeting you will be asked to:

Who isis Entitled toto Vote?

Shareholders of record of the Company’sCompany’s Class A Common Stock, $.01 par value per share (“Class A Common Stock”) and of the Company’s Class B Common Stock, $.01 par value per share (“Class B Common Stock”) at the close of business on April 2, 2018,March 31, 2021, which is the “Record Date,” are entitled to notice of, and to vote at, the Annual Meeting. The Class A Common Stock and Class B Common Stock are sometimes collectively referred to in this proxy statement as the “Common Stock.” Shares that may be voted include shares that are held (a) directly by the shareholder of record and (b) beneficially through a broker, bank or other nominee.

At the close of business on the Record Date, there were outstanding 30,578,18342,874,766 shares of Class A Common Stock and 8,512,10213,513,781 shares of Class B Common Stock entitled to be voted at the Annual Meeting.Meeting. The holders of Class B Common Stock on the Record Date will be entitled to one vote per share, and the holders of Class A Common Stock on the Record Date will be entitled to 1/20^th of one vote per share, on each matter voted on at the Annual Meeting. The Company’s Articles of Incorporation do not permit cumulative voting in the election of directors.

What is theis the Difference Between Holding Shares as a “aRegistered Owners a” “Registered Owner”and as a “aBeneficial Owner?nd as a “Beneficial Owner”?”

Most of the Company’sCompany’s shareholders hold their shares through a broker, bank or other nominee rather than directly in their own name. The following summarizes some distinctions between registered shares and those owned beneficially:

What Constitutes a Quorum?

The holders of a majority of the aggregate voting power represented by the shares of Class A Common Stock and Class B Common Stock, taken together, issued and outstanding at the close of business on the Record Date, whether present in person or represented by proxy at the Annual Meeting, will constitute a quorum for the transaction of business at the Annual Meeting. Shares held by persons attending the Annual Meeting but not voting, shares represented by proxies that reflect abstentions as to a particular proposal, and “broker non-votes” will all be counted as present for purposes of determining a quorum.

What is is a Broker Non-Vote?

Generally, a “broker non-vote” occurs when a broker, bank or other nominee that holds shares in “street name” for customers is precluded from exercising voting discretion on a particular proposal because (a) the beneficial owner has not instructed the nominee how to vote, and (b) the nominee lacks discretionary voting power to vote such shares.  Generally, a nominee does not have discretionary voting power with respect to the approval of “non-routine” matters absent specific voting instructions from the beneficial owner of such shares.

The proposal to elect the six (6)seven (7) director nominees (Proposal No. 1) is considered a non-routine matter. Consequently, a nominee will not be able to vote shares of the Company’s Common Stock held in “street name” without the beneficial owner’s specific voting instructions on that proposal. Because brokers, banks and other nominees will not be able to vote on this proposal without voting instructions from beneficial owners, we encourage all shareholders that hold shares through a bank, broker or other nominee to provide voting instructions to such parties to ensure that their shares are voted at the Annual Meeting. The proposal to ratify the appointment of EY as the Company’s independent registered public accounting firm for the 20182021 fiscal year (Proposal No. 2) is a routine matter and a nominee is permitted to exercise discretionary voting power with respect to this proposal.

What Shareholder Approval isis Necessary forfor Approval of theof the Proposals?

In an uncontested director election, a majority of the votes cast by the holders of shares entitled to vote in the election of directors at the Annual Meeting is required for the election of directors. In the event that a director receives more “withheld” votes than “for” votes, that director must promptly tender a letter of resignation to the Board of Directors, at which point the Nominating and Governance Committee will recommend whether to accept or reject such resignation offer. In a contested director election, a plurality of the votes cast by the holders of shares entitled to vote in the election of directors at the Annual Meeting is required for the election of directors. Accordingly, the seven (7) director nominees receiving the highest number of votes in a contested director election will be elected. Abstentions and broker non-votes are not treated as votes cast and, therefore, will not have any effect on the outcome of the election of directors.

The vote of the holders of a majority of the aggregate voting power represented by the shares of Class A Common Stock and Class B Common Stock, taken together, entitled to vote and present in person or represented by proxy at the Annual Meeting, is required for the ratification of the appointment of EY as the Company’s independent registered public accounting firm for the 2021 fiscal year. Abstentions will have the same effect as votes against this proposal.

How do I Cast my Vote?

If you are a registered owner of shares of our Common Stock on the Record Date (that is, if your shares are owned in your name and not beneficially owned), you may vote:

If you are a beneficial owner of our Common Stock on the Record Date (meaning that your shares are registered in the name of your bank or broker), you will receive instructions from your bank, broker or other nominee describing how to vote your shares.

Whichever method you use, the proxies identified on the proxy will vote the shares of which you are the shareholder of record in accordance with your instructions. If you submit a proxy without giving specific voting instructions, the proxies will vote those shares as recommended by the Board of Directors.

May I Vote mymy Shares inin Person at theat the Annual Meeting?

If you are the registered owner of shares of our Common Stock on the Record Date, you have the right to vote these shares in person at the Annual Meeting.

If you are the beneficial owner of shares of our Common Stock on the Record Date, you may vote these shares in person at the Annual Meeting once you have requested and received a legal proxy from your broker, bank or other nominee (the shareholder of record) giving you the right to vote such shares at the Annual Meeting, completed such legal proxy and timely presented it to the Company at the Annual Meeting.

Even if you plan to attend the Annual Meeting, we recommend that you submit your voting instructions or proxy card or voting instructions so that your vote will be counted if you later decide not to attend the Annual Meeting.

How Can I Vote My Shares Without Attending the Annual Meeting?

If you are the registered owner of shares of our Common Stock on the Record Date, you may instruct the named proxy holders on how to vote these shares by completing, signing, dating and returning the enclosed proxy card in the postage prepaid envelope provided with this proxy statement.

If you are the beneficial owner of shares of our Common Stock on the Record Date, you may instruct your broker, bank or other nominee on how to vote these shares. Your nominee has enclosed with this proxy statement a voting instruction card for you to use in directing your nominee on how to vote such shares. You should follow the instructions provided by your nominee in directing your nominee on how to vote these shares.

If My Shares areare Held in “iStreet Name,”n “Street Name,” Will My Broker, Bank oror Other Nominee Vote My Shares forfor Me?

Brokers, banks and other nominees who do not have instructions from their “street name” customers may not use their discretion in voting their customers’customers’ shares on “non-routine”“non‑routine” matters. The proposal to elect the six (6)seven (7) director nominees (Proposal No. 1) is considered a non-routine matter. The proposal to ratify the appointment of EY as the Company’s independent registered public accounting firm (Proposal No. 2) is considered a routine matter and, therefore, if beneficial owners fail to give voting instructions, nominees will have discretionary authority to vote such shares of our Common Stock with respect to this proposal. You should follow the instructions provided by your nominee in directing your nominee on how to vote your shares.

How Will My Proxy bebe Voted?

Shares represented by a properly executed proxy that is timely received, and not subsequently revoked, will be voted at the Annual Meeting or any adjournments or postponements thereof in the manner directed on the proxy. Steven L. Keller, our Chief Financial Officer, and Michael Goldstone, our General Counsel, have been designated by the Board of Directors as the proxies to represent you and vote your shares at the Annual Meeting. All shares represented by a properly executed proxy on which no choice is specified will be voted: (a) FOR the election of the director nominees; (b) FOR the ratification of the appointment of EY as the Company’s independent registered public accounting firm for the 20182021 fiscal year; and (c) in accordance with the proxy holders’ discretion as to any other business that properly comes before the Annual Meeting or any adjournments or postponements thereof.

May I Revoke My Proxy andand Change My Vote?

Yes. You may revoke your proxy and change your vote at any time prior to the vote at the Annual Meeting.

If you are the registered owner of shares of our Common Stock on the Record Date, you may revoke your proxy and change your vote byby: (a) timely submitting a new proxy bearing a later date (which automatically revokes the earlier proxy),; (b) timely giving notice of your changed vote to us in writing mailed to Rush Enterprises, Inc., 555 IH-35 South, Suite 500, New Braunfels, Texas 78130, Attn: Michael Goldstone,Goldstone; or (c) attending the Annual Meeting and timely giving oral notice of your intention to vote in person.

If you are the beneficial owner of shares of our Common Stock on the Record Date, you may revoke your proxy and change your votevote: (a) by timely submitting new voting instructions to your broker, bank or other nominee in accordance with their voting instructions,instructions; or (b) if you have obtained a legal proxy from your nominee giving you the right to vote your shares in person at the Annual Meeting, by attending the Annual Meeting, timely presenting the completed legal proxy to the Company and voting in person.

You should be aware that simply attending the Annual Meeting will not in and of itself constitute a revocation of your proxy.

Who Will Pay the Costs of Soliciting Proxies?Proxies?

The costs of soliciting proxies pursuant to this proxy statement, if any, will be borne by the Company. Proxies will be solicited by mail, in person or by telephone, electronic mail or facsimile. The Company will bear the expense ofexpenses associated with this proxy statement, including the preparing, printing and mailing thisof the Notice, and for those shareholders who have requested paper copies of the proxy statementmaterials, the expenses associated with the printing and accompanying materials to our shareholders.mailing of such materials. Upon request, the Company will reimburse brokers, banks or other nominees for reasonable expenses incurred in forwarding copies of the proxy materials relating to the Annual Meeting to the beneficial owners of our Common Stock.

What Other Business Will bebe Presented at theat the Annual Meeting?

As of the date of this proxy statement, the Board of Directors knows of no other business that may properly be brought before the Annual Meeting. If any other matters should be properly brought before the Annual Meeting, the persons named as proxies, Steven L. Keller and Michael Goldstone, will have the discretion to vote your shares on any additional matters properly presented for a vote at the Annual Meeting or any adjournments or postponements thereof.

What are theare the Deadlines toto Nominate Directors or toor to Propose Other Business forfor Consideration at the 2019at the 2022 Annual Meeting of Shareholders?

In order for a shareholder proposal to be eligible to be included in the Company’sCompany’s proxy statement and proxy card for the 20192022 Annual Meeting of Shareholders, the proposalproposal: (a) must be received by the Company at its executive offices, 555 IH-35 South, Suite 500, New Braunfels, Texas 78130, Attn: Michael Goldstone, on or before December 21, 2018;6, 2021; (b) must concern a matter that may be properly considered and acted upon at the annual meeting in accordance with applicable laws and regulations and the Company’s Amended and Restated Bylaws; and (c) must otherwise comply with Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Notice of any director nomination or the proposal of other business that youyou intend to present at the 20192022 Annual Meeting of Shareholders, but do not intend to have included in the Company’s proxy statement and form of proxy relating to the 20192022 Annual Meeting of Shareholders, must be received by the Company at its executive offices, 555 IH-35 South, Suite 500, New Braunfels, Texas 78130, Attn: Michael Goldstone, not later than the close of business on February 15, 201917, 2022 and not earlier than the close of business on January 16, 2019.18, 2022. In the event that the date of the 20192022 Annual Meeting of Shareholders has changed by more than 30 days from the anniversary date of the 20182021 Annual Meeting of Shareholders, the notice must be delivered to and received by the Company not earlier than the close of business on the 120^th day prior to the 20192022 Annual Meeting of Shareholders and not later than the close of business on the later of (a) the 90^th day prior to such annual meeting and (b) the 10^th day following the day on which public announcement of the date of such annual meeting is first made by the Company.  In addition, your notice must set forth the information required by the Company’s Amended and Restated Bylaws with respect to each director nomination or proposal of other business that you intend to present at the 20192022 Annual Meeting of Shareholders.

Any shareholder desiring a copy of the Company’sCompany’s Amended and Restated Bylaws will be furnished one without charge upon written request to Rush Enterprises, Inc., 555 IH-35 South, Suite 500, New Braunfels, Texas 78130, Attn: Michael Goldstone.

Who Will Count thethe Votes at theat the Annual Meeting?

American Stock Transfer and Trust Company, LLC, the Company’s transfer agent,Broadridge Financial Solutions, our independent proxy tabulator, will tabulatecount the votes and Steven L. Keller, the Company’s Chief Financial Officer, will act as the inspectorInspector of electionElection at the Annual Meeting.

Where Can I Find thethe Voting Results of theof the Annual Meeting?

The Company intends to publish final voting results of the Annual Meeting in a current report on Form 8-K within four (4) business days after the Annual Meeting.

What Should I do ifdo if I Receive More Than One Set of Voting Materials?Notice or Proxy Card?

You may receive more than one Notice or paper set of voting materials, including multiple copies of this proxy statement and multiple proxy or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you may receive a separate Notice or voting instruction card for each brokerage account. If you are a registered owner and your shares are registered in more than one name, you will receive more than one Notice or proxy card. Please vote eachprovide voting instructions for all Notices and proxy and voting instruction cardcards that you receive.

What isis Householding?

In an effort to reduce printing costs and postage fees, the Company has adopted a practice approved by the SEC called “householding.” Under this practice, certain shareholders who have the same address and last name will receive only one copy of the Notice or this proxy statement and the Company’s 2017Company’s 2020 Annual Report, unless one or more of these shareholders notifies the Company that he or she wishes to continue receiving individual copies. Shareholders who participate in householding and receive printed proxy materials will continue to receive separate proxy cards.

If you share an address with another shareholder and received only one copy of the Notice or this proxy statement and the Company’s 2017Company’s 2020 Annual Report, and would like to request a separate copy of these proxy materials, or you do not wish to participate in householding in the future, please call (800) 973-7874 or mail such request to Rush Enterprises, Inc., 555 IH-35 South, Suite 500, New Braunfels, Texas 78130, Attn: Michael Goldstone. The Company will promptly deliver a separate copy of the Notice or this proxy statement and the Company’s 20172020 Annual Report upon receipt of such request. Similarly, you may also contact the Company if you received multiple copies of the Company’s Notice or proxy materials and would prefer to receive a single copy in the future.

What dodo I Need to doto do Now?

First, read this proxy statement carefully. Then, if you are a registered owner, you should submit your proxy as soon as possible by executing and returningfollowing the proxy card.instructions provided above. If you are the beneficial owner of shares held in “street name,” then you should follow the voting instructions of your broker, bank or other nominee. Your shares will be voted in accordance with the directions you specify. If you submit an executed proxy card to the Company, but fail to specify a voting choice, your shares will be voted: (a) FOR the approval of W.M. “Rusty” Rush, Thomas A. Akin, James C. Underwood, Raymond J. Chess, William H. Cary, and Dr. Kennon H. Guglielmo and Elaine Mendoza as directors to hold office until the 20192021 Annual Meeting of Shareholders; (b)  FOR the ratification of the appointment of EY as the Company’s independent registered public accounting firm for the 20182021 fiscal year; and (c) in accordance with the proxy holders’ discretion as to any other business that properly comes before the Annual Meeting or any adjournments or postponements thereof.thereof

Who Can Help Answer My Questions?

If you have questions concerning a proposal or the Annual Meeting, if you would like additional copies of this proxy statement or our 20172020 Annual Report, or if you need directions to or special assistance at the Annual Meeting, please call Michael Goldstone toll free at (800) 973-7874. In addition, information regarding the Annual Meeting is available via the Company’s website at www.rushenterprises.comhttps://investor.rushenterprises.com.

YOUR VOTE IS IMPORTANT. IF YOU ARE A REGISTERED OWNER, YOU MAY VOTE BY FILLING IN, SIGNING AND DATINGPLEASE FOLLOW THE ENCLOSED PROXY CARD AND RETURNING ITVOTING INSTRUCTIONS DETAILED IN THE ACCOMPANYING ENVELOPE AS PROMPTLY AS POSSIBLE.NOTICE AND HEREIN. IF YOU ARE A BENEFICIAL OWNER, PLEASE FOLLOW THE VOTING INSTRUCTIONS OFPROVIDED BY YOUR BROKER, BANK OR OTHER NOMINEE AS PROVIDED WITH THIS PROXY STATEMENT AS PROMPTLY AS POSSIBLE.NOMINEE.

PROPOSALS

1.Election of Directors

The Company’sCompany’s Board of Directors currently consists of six (6)seven (7) directors, one (1) of whom serves as our Chairman, President and Chief Executive Officer and five (5)six (6) of whom the Board of Directors has determined to be independent in accordance with the listing standards of the NASDAQ^®NASDAQ® Global Select Market. Applying these independence standards, the Board of Directors has determined that Ms. Mendoza and Messrs. Akin, Underwood, Chess, Cary and Dr. Guglielmo are all independent directors. After due consideration, the Board of Directors has determined that none of these directors has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and they all meet the criteria for independence under the listing standards of the NASDAQ^®NASDAQ® Global Select Market. In particular, the Board of Directors considered the relationships and transactions described on page 16 of this proxy statement under “Director Independence Determinations” and on page 55 of this proxy statement under “Certain Relationships and Related Transactions.”

The six (6)seven (7) directors (constituting the entire Board of Directors) are to be elected at the Annual Meeting to serve for a one-year term and until their successors are elected and qualified or their earlier resignation or removal. All of the nominees named below are current directors of the Company, have consented to be named as director nominees in this proxy statement and have indicated their intent to serve as a director if elected.

The names of the director nominees, along with their present positions, principal occupations, current directorships held with other public corporations, as well as directorships during the past five (5) years, their ages and the year first elected as a director of the Company, are set forth below. Certain individual qualifications, experiences and skills of our directors that contribute to the Board’sBoard’s effectiveness as a whole are also described below.

The following matrix provides information regarding the members and nominees of our Board of Directors, including certain types of knowledge, skills, experiences and attributes possessed by one or more of our directors which our Board of Directors believes are relevant to our business. The matrix does not encompass all of the knowledge, skills, experiences or attributes of our directors, and the fact that a particular knowledge, skill, experience or attribute is not listed does not mean that a director does not possess it. In addition, the absence of a particular knowledge, skill, experience or attribute with respect to any of our directors does not mean the director in question is unable to contribute to the decision-making process in that area. The type and degree of knowledge, skill and experience listed below may vary among the members of the Board of Directors.

The Board of Directors unanimously recommends a vote “FOR” each of the above director nominees.THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE ABOVE DIRECTOR NOMINEES.

If any director nominee becomes unavailable for election, which is not anticipated, the named proxies will vote for the election of such other person as the Board of Directors may nominate, unless the Board of Directors resolves to reduce the number of directors to serve on the Board of Directors and thereby reduce the number of directors to be elected at the Annual Meeting.

22..          Ratification of the Appointment of Ernst & Young LLP as the Company’sCompany’s Independent Registered Public Accounting Firm for Fiscal Year 20182021

The Audit Committee has appointed the firm of Ernst & Young LLP (“EY”) to serve as the Company’sCompany’s independent registered public accounting firm for the fiscal year ending December 31, 2018.2021. Although shareholder ratification is not required, the Board of Directors has directed that such appointment be submitted to the shareholders of the Company for ratification at the Annual Meeting. EY has served as the Company’s independent public accounting firm for the fiscal years 2002 through 20172020 and is considered by the management of the Company to be well-qualified. If the shareholders do not ratify the appointment of EY, the Audit Committee may reconsider their appointment.

Representatives of EY are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they desire to do so and we expect them to be available to respond to appropriate questions from shareholders.

The Board of Directors unanimously recommends a vote “FOR” the ratification of the appointment of ErnstHE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YoungYOUNG LLP as the Company’s independent registered public accounting firm for Fiscal Year 2018.AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2021.

COMPANY INFORMATION

The Board’s’s Committees and Their FunctionFunctionss

The business of the Company is managed under the direction of the Board of Directors. The Audit Committee, the Compensation Committee, and the Nominating and Governance Committee are the three standing committees of the Board of Directors. The charters for the three standing committees of the Board of Directors are available at the “Investor Relations – Corporate Governance” section of the Company’s website at www.rushenterprises.com.

Audit Committee –In 2017,From January 2020 until May 2020, the Company’s Audit Committee consisted of the following directors: Thomas A. Akin, Chairman of the Audit Committee, Raymond J. Chess, James C. Underwood, William H. Cary and Dr. Kennon H. Guglielmo. In May 2020, Messrs. Underwood and Chess rotated off the Audit Committee and Ms. Mendoza was appointed to the committee. The Audit Committee met four (4) times during 2017.2020. The Board of Directors has determined that each member of the Audit Committee is independent, as defined by the listing standards of the NASDAQ^®NASDAQ® Global Select Market and applicable SEC rules and regulations. The Board of Directors has also determined that each member of the Audit Committee is financially literate and that Mr.Messrs. Akin hasand Cary and Ms. Mendoza each have the attributes of an “Audit Committee Financial Expert,” as defined in applicable SEC regulations.

As set forth in more detail in the Audit Committee charter, the Audit Committee’sCommittee’s purpose is to assist the Board of Directors in its oversight responsibilities related to the quality and integrity of the Company’s accounting, auditing and financial reporting practices. The specific responsibilities of the Audit Committee include:

For more information regarding the Audit Committee, please refer to the Audit Committee Report contained in this proxy statement.

Compensation Committee –In 2017,From January 2020 until May 2020, the Company’s Compensation Committee consisted of the following directors: James C. Underwood,William H. Cary, Chairman of the Compensation Committee, Thomas A. Akin, James C. Underwood, Raymond J. Chess and Dr. Kennon H. Guglielmo. In May 2020, Dr. Guglielmo rotated off the Compensation Committee. The Compensation Committee met five (5)four (4) times during 2017.2020. The Board of Directors has determined that each member of the Compensation Committee is independent, as defined by the listing standards of the NASDAQ^®NASDAQ® Global Select Market and applicable SEC rules and regulations.

The specific responsibilities of the Compensation Committee include:

The Compensation Committee may establish subcommittees of one or more members, and delegate its authority and responsibilities to such subcommittees, when appropriate and in accordance with applicable rules and regulations. The Compensation Committee may also engage compensation consultants and other advisors, from time to time, to advise the Compensation Committee on executive compensation practices and policies or any other matters within the scope of its charter.

Compensation Committee Interlocks and Insider Participation– – During the 20172020 fiscal year, none of the Company’s executive officers served on either the Company’s Compensation Committee or the compensation committee (or its equivalent) or board of directors of another entity whose executive officers served on the Company’s Compensation Committee or Board of Directors.  No current or past officer or employee of the Company served on the Compensation Committee during the 20172020 fiscal year. Mr. Akin has certain relationships with Texstar National Bank. For a further description of these relationships, see “Certain Relationships and Related Transactions” set forth below on page 55 of this proxy statement.

For more information regarding the Compensation Committee, please refer to the Compensation Committee Report contained in this proxy statement.

Nominating and Governance Committee –In 2017,From January 2020 until May 2020, the Company’s Nominating and Governance Committee consisted of the following directors: Raymond J. Chess, Chairman of the Nominating and Governance Committee, Thomas A. Akin, James C. Underwood, and William H. Cary.Cary and Dr. Kennon H. Guglielmo. In May 2020, Messrs. Akin and Chess rotated off the Nominating and Governance Committee, Ms. Mendoza was appointed to the committee and Dr. Guglielmo was appointed Chairman. The Nominating and Governance Committee met four (4) times during 2017.2020. The Board of Directors has determined that each member of the Nominating and Governance Committee is independent, as defined by the listing standards of the NASDAQ^®NASDAQ® Global Select Market.

The specific responsibilities of the Nominating and Governance Committee include:

Director Independence Determinations

Our Board of Directors has established independence guidelines that are described in our Corporate Governance Guidelines. The independence guidelines require a finding that the individual director satisfies all of the independence standards of the NASDAQ^®NASDAQ® Global Select Market. In accordance with its charter, and as set forth above, the Nominating and Governance Committee has reviewed the independence of all nonemployee director nominees and reported its findings to the Board of Directors, which affirmatively determined that Ms. Mendoza and Messrs. Akin, Underwood, Chess, Cary and Dr. Guglielmo are independent.

In making its determination on the independence of each nonemployee director, all transactions and relationships between each director or any member of his or her immediate family and the Company, its subsidiaries and management are reviewed,, based on information requested from and provided by each director on an annual basis.

In particular, the following specific relationship was reviewed and considered but was not deemed to affect the independence of the applicable director:

The Nominating and Governance Committee recommended the above-described conclusions to the Board of Directors and explained the basis for its decisions. Upon discussion and further consideration, these conclusions were adopted by the Board of Directors.Leadership Structure

Board Leadership Structure

Mr. W.M. “Rusty” Rush serves as the Chairman of the Board, President and Chief Executive Officer of the Company. The Board of Directors of the Company has determined that the appointment of our President and Chief Executive Officer as the Chairman of the Board of the Company promotes a unity of vision for the Company as it implements its strategic objectives. In addition, the President and Chief Executive Officer is the director most familiar with our business and operations and is uniquely situated to lead discussions on important matters affecting the business of the Company, as well as its day-to-day operations and risks. The Board of Directors believes that the Company is best served by a Chairman of the Board who is actively involved with the Company and is therefore able to bring a great depth of knowledge about the Company to the role. W.M. “Rusty”Mr. Rush has served as President of the Company since 1995 and Chief Executive Officer of the Company since 2006. He has overseen all day-to-day operations of the Company since 2001, when he was named the Company’s Chief Operating Officer. Consequently, the Board of Directors has determined that W.M. “Rusty”Mr. Rush is uniquely able to serve as Chairman of the Board. By combining the Chairman of the Board with the President and Chief Executive Officer positions, the Board of Directors believes that there is a firm link between management and the Board which promotes the development and implementation of our strategic goals. Additionally, W.M. “Rusty”Mr. Rush serving as Chairman of the Board, President and Chief Executive Officer demonstrates to the manufacturers the Company represents and the Company’s customers, shareholders and employees that the Company is under stable leadership.

Our Board of Directors does not have a designated “lead independent director.” The Board of Directors has determined that the appointment of a lead independent director is not necessary because each of the independent directors plays an active role in Board matters. Notwithstanding the above, the Company’s nonemployee directors communicate frequently and hold regular executive sessions, with the appropriate nonemployee director presiding over each such meeting depending on the topics to be discussed.

Communications with Directors

The Board of Directors welcomes input and suggestions from shareholders and other interested parties by mail at Rush Enterprises, Inc., 555 IH-35 South, Suite 500, New Braunfels, Texas 78130, or through the Company’sCompany’s Ethics Helpline at (877) 888-0002. Interested parties may direct their input or suggestions to specific directors, the standing committees of the Board of Directors, or all of the members of the Board of Directors.

To communicate to the Audit Committee issues or complaints regarding questionable accounting, internal accounting controls or auditing matters, you may anonymously and, to the extent provided by law, confidentially contact the Audit Committee by calling the Company’sCompany’s Ethics Helpline at (877) 888-0002.

Corporate Governance Documents

Code of Conduct for Employees and Directors

–The Company has adopted the Rush Driving Principles, a code of conduct that applies to all Company officers, directors and employees. The Rush Driving Principles are available at the “Investor Relations – Corporate Governance” section of the Company’s website at www.rushenterprises.com.

Code of Ethics for Senior Financial Officers

–The Company has adopted a Code of Ethics for Senior Financial Officers that applies to the Company’sCompany’s Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Controller and other employees performing similar functions, including the Principal Accounting Officer. Only the Board of Directors (or the Audit Committee or other appropriate committee thereof) can amend or grant waivers from the provisions of the Code of Ethics for Senior Financial Officers, and any such amendments or waivers will be promptly posted on the Company’s website or otherwise disclosed as required by applicable laws, rules or regulations. The Code of Ethics for Senior Financial Officers is available at the “Investor Relations – Corporate Governance” section of the Company’s website.website at www.rushenterprises.com. 

Shareholder NominationsCorporate Governance Guidelines – The Company had adopted the Rush Enterprises, Inc. Corporate Governance Guidelines, which reflect the Board of Directors’ commitment to oversee the effectiveness of policy and decision-making both at the Board of Directs and management level and to provide general direction to management of the Company. The Rush Enterprises, Inc. Corporate Governance Guidelines are available at the “Investor Relations – Corporate Governance” section of the Company’s website at www.rushenterprises.com. 

Nomination of Candidates for Director

The Nominating and Governance Committee will consider all candidates for director properly recommended by shareholders. The Nominating and Governance Committee, in its sole discretion, will determine whether candidates recommended by shareholders are qualified to become a member of the Board of Directors. Candidates recommended by shareholders are evaluated on the same basis as candidates recommended by the Company’s directors, Chief Executive Officer, other executive officers, third-party search firms and other sources.

Any shareholder wishing to submit a candidate for the Nominating and Governance Committee’s consideration should send the following information to Rush Enterprises, Inc., 555 IH-35 South, Suite 500, New Braunfels, Texas 78130, Attn: Michael Goldstone:

Minimum Qualifications for Director Nominees and Board Member Attributes

Persons considered for Board positions should, at a minimum, possess the highest personal and professional ethics, integrity and values, and be committed to representing the long-term interests of the Company’s shareholders. To comply with regulatory requirements, a majority of the members of the Company’s Board of Directors must qualify as independent members under the listing standards of the NASDAQ^® Global Select Market, all of the members of the Audit Committee must be financially literate, and one or more members of the Company’s Audit Committee must qualify as an “Audit Committee Financial Expert” as such term is defined by applicable regulations of the SEC.

Identification and Evaluation of Director Candidates

The Nominating and Governance Committee strives to identify future potential directors sufficiently in advance so that the Nominating and Governance Committee can provide both the candidates and the Board of Directors a sufficient opportunity to evaluate one another and the candidate’scandidate’s potential service on the Board of Directors. With respect to potential Board candidates identified by management, individual directors, shareholders or others, the Nominating and Governance Committee makes a preliminary review of the candidate’s background, career experience and qualifications based on publicly available information or information provided by the person who identifies the candidate. If a consensus is reached by the Nominating and Governance Committee that a particular candidate would likely contribute positively to the Board of Directors’ mix of skills and experiences, and a Board vacancy exists or is likely to occur in the foreseeable short term,future, the candidate is contacted to confirm his or her interest and willingness to serve. TheMembers of the Nominating and Governance Committee conductsconduct in-person interviews and may invite other Board members or executive officers of the Company to interview the candidate to assess his or her overall qualifications. In the context of the current composition and needs of the Board of Directors and its committees, the Nominating and Governance Committee considers factors such as independence, judgment, skill, diversity, experience with businesses and other organizations of comparable size, experience as an officer of a publicly traded company, the interplay of the candidate’s experience with the experience of other members of the Board of Directors and the extent to which the candidate would be a desirable addition to the Board of Directors and any committees thereof. Although we do not haveThe Board of Directors believes that diversity, in terms of a formal diversity policycandidate’s gender, race, ethnicity, differences in placebackgrounds, experiences, and personal characteristics, is important to the effectiveness of the Board of Directors’ oversight of the Company. Accordingly, the Board of Directors is committed to seeking out highly qualified diverse candidates in each search for new candidates that the director nomination process, an important factor inBoard of Directors undertakes and has tasked the Nominating and Governance Committee’s consideration and assessmentCommittee with ensuring that such candidates are included. Whether such search is conducted internally or with the help of a candidate isthird-party consultant, the diversityNominating and Governance Committee will consider a candidate’s race, gender, and ethnicity and such other factors as the Board of the candidate’s background, viewpoints, training, professional experience, education and skill set.Directors deems appropriate.

At the conclusion of this identification and evaluation process, the Nominating and Governance Committee reaches a conclusion and reports the results of its review toto the full Board of Directors. The report includes a recommendation whether the candidate should be nominated for election to the Board of Directors. This procedure is the same for all candidates, including director candidates identified by shareholders.

Shareholder Nominations of Candidates for Director

The Nominating and Governance Committee will consider all candidates for director properly recommended by shareholders. The Nominating and Governance Committee, in its sole discretion, will determine whether candidates recommended by shareholders are qualified to become a member of the Board of Directors. Candidates recommended by shareholders are evaluated on the same basis as candidates recommended by the Company’s directors, Chief Executive Officer, other executive officers, third-party search firms and other sources. 

Any shareholder wishing to submit a candidate for the Nominating and Governance Committee’s consideration should send the following information to Rush Enterprises, Inc., 555 IH-35 South, Suite 500, New Braunfels, Texas 78130, Attn: Michael Goldstone:

Minimum Qualifications for Director Nominees and Board Member Attributes

Persons considered for Board positions should, at a minimum, possess the highest personal and professional ethics, integrity and values, and be committed to representing the long-term interests of the Company’s shareholders. To comply with regulatory requirements, a majority of the members of the Company’s Board of Directors must qualify as independent members under the listing standards of the NASDAQ® Global Select Market, all of the members of the Audit Committee must be financially literate, and one or more members of the Company’s Audit Committee must qualify as an “Audit Committee Financial Expert” as such term is defined by applicable regulations of the SEC.

Policies Affecting Members of the Board of Directors

Members of the Company’sCompany’s Board of Directors are prohibited from serving on the board of directors of more than four public companies. Additionally, if a member of the Board of Directors changes jobs, he or she is required to notify the Nominating and Governance Committee. The Nominating and Governance Committee shall review the appropriateness of the director remaining on the Company’s Board of Directors given the director’s change in job. If the Nominating and Governance Committee concludes that it would be inappropriate for the affected director to remain on the Board of Directors, then the Nominating and Governance Committee shall ask the affected director to resign from the Company’s Board of Directors. The affected director is expected to act in accordance with the Nominating and Governance Committee’s recommendation. Any director nominee who is elected or appointed to the Board of Directors for the first time after February 21, 2008, will be required to submit a letter of resignation to the Board of Directors to be effective upon acceptance by the Board of Directors each year after they reach the age of 72.  Such letters of resignation will be considered by the Board of Directors, but the Board of Directors may choose not to accept any such letter of resignation if it believes that it is in the best interest of the Company for the director who submitted the letter of resignation to continue to serve on the Company’s Board of Directors.

Effective February 23,23, 2015, members of the Company’s Board of Directors who are not also officers of the Company are expected to own and hold shares of the Company’s Common Stock equal to five (5) times the value of each of their respective annual cash retainer. Each current director and any new directors will be given five (5) years from the date of their first appointment or election to the Board of Directors to comply with these stock ownership guidelines.  As of December 31, 2017,2020, each of the directors then serving was either in compliance with or on target to meet the stock ownership guidelines.

Meetings of the Board of Directors

During 2017,2020, the Board of Directors met twelve (12)fourteen (14) times. Each of the current directors attended at least 80%90% of the meetings of the Board of Directors and committees of which he or she was a member. The Board of Directors regularly schedules a meeting to occur the day of the annual meeting of shareholders. Although the Company has no formal policy on director attendance at annual meetings, this scheduling facilitates their attendance. All of the directors then serving attended the Company’s 20172020 Annual Meeting of Shareholders, and all directors currently in office are expected to attend the 20182021 Annual Meeting of Shareholders.

The nonemployeenonemployee directors hold executive sessions at least two times per year during regularly scheduled Board meetings. Different nonemployee directors preside over these executive sessions depending on the topics to be discussed.

Board’s’s Role in Risk Oversight

The Board of Directors is responsible for the Company’s risk-oversightCompany’s risk oversight function. The Board of Directors, with the assistance of its standing committees, Chief Executive Officer, Chief Financial Officer, General Counsel and other officers of the Company, regularly identifies, evaluates and discusses the material enterprise risks that could impact the Company’s operations and tactical and strategic decisions. These enterprise risks include operational, financial, legal, regulatory, market and reputational risks.

The Board of Directors oversees planning and responding to risks arising from changing business conditions or the initiationinitiation of new products or services. The Board of Directors also is responsible for overseeing compliance with laws and regulations, responding to recommendations from auditors and governmental authorities, and overseeing management’s conformance with internal policies and controls addressing the material enterprise risks of the Company’s activities. The Board of Directors receives periodic reviews of the Company’s risk management policies and controls.

The Board of Directors believes its risk oversight function is enhanced by the leadership structure of the Company’sCompany’s Board of Directors. W.M. “Rusty” Rush serves as the Chairman of the Board, President and Chief Executive Officer of the Company. As a result of the Chairman’s in-depth knowledge of the Company’s operations and industry, the Board of Directors has greater insight into the Company’s operations and risks. W.M. “Rusty”Mr. Rush’s unique depth of knowledge, experience and expertise give the Board a more complete and holistic view of the material risks of the Company.

Corporate Responsibility – Environmental, Social and Governance Matters

The Board of Directors has designated the Nominating and Governance Committee with the responsibility of overseeing and developing our environmental, social and governance (“ESG”) strategy. The Board of Directors and management recognize that the sustainability and societal impact of an investment in our Company is of critical importance to many investors. We believe that monitoring and taking action to address the ESG factors utilized by investors to measure the sustainability and societal impact of investments benefits all of our stakeholders, including our employees, customers, communities and shareholders, and are essential to the sustainable growth of the Company. Our 2020 Corporate Responsibility Report, which contains all of our current ESG disclosures, is available at the “Investor Relations – Corporate Governance” section of the Company’s website at www.rushenterprises.com.

Risk-Related Compensation Policies and Practices

As part of its annual review of the executive compensation program, the Compensation Committee assessed the risk profile of its executive and nonexecutive compensation programs to determine if any of them created undesired or excessive risks of a materialmaterial nature. With the assistance of the Chief Executive Officer, Chief Financial Officer and General Counsel, the Compensation Committee (a) reviewed the Company’s compensation policies and practices for employees generally, (b) identified the risks that could result from such policies and practices, (c) identified the risk mitigators and controls and (d) analyzed the potential risks against the risk mitigators and controls and the Company’s business strategy and objectives.

In performing the assessment and reaching its conclusion, the Compensation Committee noted the following factors that reduce the likelihood of undesired or excessive risk-taking:

Based on its analysis, the Compensation Committee believes that the Company’sCompany’s compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.

The Company’s Executive Officers

Set forth below is information with respect to each executive officer of the Company as of April 1, 2018.March 30, 2021. 

W.M. “Rusty”“Rusty” Rush has served as President of the Company since 1995 and Chief Executive Officer of the Company since 2006. He has overseen all day-to-day operations of the Company since 2001, when he was named the Company’s Chief Operating Officer. W.M. “Rusty”Mr. Rush served as Vice President and Executive Vice President of the Company from 1990 until November 1995 when he began his service as President of the Company. W.M. “Rusty” RushHe was appointed Chairman of the Board in May 2013.

Michael J. McRoberts was appointed to the position of Chief Operating Officer in July 2016. Prior to his promotion, he served as Senior Vice President – Dealer Operations from March 2013 to July 2016. Mr. McRoberts joined the Company in 2011 and served as Regional Manager for Rush Truck Centers in California from 2011 to 2013. Mr. McRoberts served as the Vice President – General Manager and Chief Operating Officer for the Scully Companies, a regional full-service leasing and dedicated contract carriage organization, from 2006 until he joined the Company in 2011. Mr. McRoberts’s background also includes 13 years of experience with other commercial vehicle dealerships serving in various positions including Chief Financial Officer and President. Mr. McRoberts has a Bachelor of Science in Accounting from Southern Illinois University.

Steven L. Keller has served as Chief Financial Officer and Treasurer of the Company since April 2011. In March 2007, Mr. Keller was promoted to Vice President, Chief Financial Officer and Treasurer of the Company after being intimately involved in the Company’s finance and accounting functions since 1997, with responsibility for financial analysis and planning, business acquisitions, SEC reporting, investor relations and corporate taxes. Prior to joining the Company, Mr. Keller, a Certified Public Accountant, worked in the San Antonio office of Ernst & Young LLP and obtained a Bachelor of Business Administration in Accounting from St. Mary's University in San Antonio, Texas.

Derrek Weaver was appointed to the position of Executive Vice President in March 2017. Prior to his promotion, he served as Senior Vice President, General Counsel and Corporate Secretary of the Company from April 2011 to March 2017. Mr. Weaver previously served as Vice President of Legal Affairs and Chief Compliance Officer from February 2005 until he was named Vice President and General Counsel of the Company in April 2010. Prior to joining the Company, Mr. Weaver was an associate attorney at Fulbright & Jaworski L.L.P. (now known as Norton Rose Fulbright)Fulbright US LLP). Mr. Weaver received a Bachelor of Science in Mechanical Engineering from the University of Colorado at Boulder and a Doctor of Jurisprudence from the Texas Tech University School of Law.

Scott Anderson has served as Senior Vice President – Finance, Insurance and Leasing of the Company since 2007. He served as Vice President – Finance and Insurance of the Company from 2005 until his promotion to Senior Vice President – Finance and Insurance in February 2006. Prior to joining the Company, Mr. Anderson served as Manager of Continental European Operations for CIT Group from 2004 to 2005 and was Managing Director of European Commercial Finance for Associates Capital Corp from 1998 to 2004. Mr. Anderson has over 3639 years of experience in the commercial equipment finance industry.

James E. Thor has served as Senior Vice President – Truck Sales and Marketing since June 2004. Prior to joining the Company, Mr. Thor served for 14 years in various executive positions with Peterbilt Motors Company. In 1996, Mr. Thor was promoted to Director of U.S. Regional Sales of Peterbilt, prior to which he served as Regional Sales Manager and District Sales Manager.

Each of the Company’sCompany’s executive officers was chosen by the Board of Directors and serves at the pleasure of the Board of Directors until his successor is appointed or until his earlier resignation or removal in accordance with applicable law. Mr. Thor retired from his position as a Senior Vice President – Truck Sales and Marketing, effective March 12, 2021. Mr. Thor remains an employee of the Company.

BENEFICIAL OWNERSHIP OF THE COMPANY’S ’S SECURITIESECURITIES

Security Ownership of Certain Beneficial Owners

The table below sets forth certain information with respect to each person or entity known by us to beneficially own more than five percent (5%) of either class of Common Stock as of March 15, 2018.16, 2021. Beneficial ownership of our Common Stock has been determined in accordance with the applicable rules and regulations of the SEC. The percentage of total voting power is based on 1/20^th of one vote for each share of Class A Common Stock, and one vote for each share of Class B Common Stock, beneficially owned by each person.

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Security Ownership of our Executive Officers and Directors

The table below sets forth certain information as of March 15, 201816, 2021 with respect to our Common Stock that is beneficially owned by each director and named executive officer and all of our directors and executive officers as a group. Beneficial ownership of our Common Stock has been determined in accordance with the applicable rules and regulations of the SEC. The percentage of total voting power is based on 1/20^th of one vote for each share of Class A Common Stock, and one vote for each share of Class B Common Stock, beneficially owned by each person. Unless otherwise stated, each of the persons named in the table has sole voting and investment power with respect to the securities beneficially owned by them as set forth opposite their name.

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Note Regarding Rush Family Holdings 

SEC rules require reporting of beneficial ownership of certain shares by multiple parties, resulting in the same shares being listed multiple times in the tablestables above. The 2,7494,123 shares of Class A Common Stock and the 3,002,7494,504,123 shares of Class B Common Stock held by 3MR Partners, L.P. are included four additional times in the above tables under the names of the estate of W. Marvin Rush and W.M. “Rusty” Rush (that is, there are only 2,7494,123 shares of Class A Common Stock and the 3,002,7494,504,123 shares of Class B Common Stock rather than 10,99616,492 shares of Class A Common Stock and 12,010,99618,016,492 shares of Class B Common Stock). For purposes of the above tables, removing the shares counted multiple times results in an aggregate total ownership of 1.3%1.0% of outstanding Class A Common Stock and 45.3%44.9% of outstanding Class B Common Stock for the estate of W. Marvin Rush, W.M. “Rusty” Rush and 3MR Partners, L.P. The estate of W. Marvin Rush and W.M. “Rusty” Rush each disclaim beneficial ownership over shares owned by other members of the Rush family and 3MR Partners, L.P., except as specifically disclosed in the footnotes above. W.M. “Rusty” Rush is the son of W. Marvin Rush.Rush, who passed away in May 2018.

COMPENSATION DISCUSSION AND ANALYSIS

This compensation discussion and analysis provides information regarding our executive compensation program in 20172020 for the following executive officers of the Company (collectively, the “named executive officers”):

Pursuant to the Company’sCompany’s Amended and Restated Bylaws, the Chairman of the Board is an executive officer of the Company.

20172020 Financial Highlights

WeIn 2020, we achieved revenues of $4.7 billion in 2017. We also achieved recordand net income of $172.1$114.9 million, or $4.20$2.04 per diluted share, whichshare. Our annual absorption ratio was up118.7%. We returned a total of $47.3 million of capital to our shareholders in 2020 in the form of quarterly cash dividend payments totaling $22.5 million and common stock repurchases totaling $24.8 million. We ended 2020 in a strong financial position with $312.0 million in cash. Given the uphill battles we faced in 2020, including the COVID-19 pandemic and the expected industry downturn resulting from $40.6 million, or $1.00 per diluted share,record sales of new commercial vehicles in 2016. As a result of the recently passed tax reform legislation, our tax expense was reduced by $82.9 million, which resulted in an increase of $2.02 in earnings per diluted share during 2017. During 2017,2019, we benefited from strong growth in multiple industries that we support, the general strength of the United States economy and our ability to successfully execute on certainare proud of our strong financial performance. These financial results demonstrate that the strategic initiatives including aftermarket offeringswe identified and vehicle technologies’ solutions. In addition, we continued to take strategic steps to position us for long-term, sustainable growth by expandinginvested in over the last several years have improved our all-makes parts business, adding toquality of earnings and further insulated our already talented team of aftermarketCompany from the historical swings associated with the truck sales representatives and increasing the number of service technicians we have across the country to support our customers with all of their parts and service needs. We also continued to enhance our portfolio of RushCare solutions by making further investments in multiple areas, including RushCare Service Connect, our customer support center, mobile service and alternative fuel solutions.cycle.

Executive Compensation Highlights

Key aspects of our executive compensation program in 2017 includedinclude the following:

The Compensation Committee believes that our 20172020 executive compensation program is strongly aligned with pay-for-performance principles. Specifically, a significant percentage of the total direct compensation (i.e., base salary, cash performance bonus and annual equity incentive awards) of Messrs. W.M. “Rusty” Rush, McRoberts, Keller, Weaver and Thor that was granted in 20172020 was “at-risk,” as the following graphs illustrate:

CEO MIX		OTHER NEONEO MIX (AVERAGE)(AVERAGE)

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(1) The above graphs exclude the named executive officers’ employee benefits and perquisites, as these are not included in the definition of “total direct compensation.”

Shareholder Advisory Vote to Approve Executive Compensation

We conducted our thirdfourth advisory vote to approve executive compensation at our 20172020 Annual Meeting of Shareholders. While this vote was not binding on the Compensation Committee, the Board of Directors or the Company, the Compensation Committee values the opinions of our shareholders on executive compensation matters. Based upon the Inspector of Election’s report, the advisory vote to approve executive compensation received the favorable support of approximately 85% of the votes cast thereon. The Compensation Committee reviewed these final vote results and determined that, given the significant level of support, no changes to our executive compensation program were necessary solely as a result of the advisory vote.

InIn response to the majority of the votes cast for an advisory vote to approve executive compensation every three years at our 2017 Annual Meeting of Shareholders, we have currently determined that the advisory vote to approve executive compensation will be conducted every three years, with the next advisory vote to approve executive compensation being held at the 2020our 2023 Annual Meeting of Shareholders. Shareholders must be given the opportunity to vote, on an advisory basis, on the frequency of future say-on-pay votes at least every six years. The next required advisory vote on the frequency of future say-on-pay votes will occur no later than our 2023 Annual Meeting of Shareholders.

Compensation Objectives

Our executive compensation program is intended to accomplish the following objectives:

As further discussed below, in 20172020, the Compensation Committee reviewed and considered competitive pay information derived from its independent compensation consultant prior to approving the individual pay components of the named executive officers to help ensure such compensation was competitive in our marketplace for executive talent. Furthermore, as illustrated in the above graph, a significant portion of total direct compensation (base salary, cash performance bonus and equity incentive awards) of Messrs. W.M. “Rusty” Rush, McRoberts, Keller, Weaver and Thor was “at risk” compensation, delivered in the form of a cash performance bonus and annual equity incentive awards. The Compensation Committee designed the cash performance bonus and equity incentive awards with the intention that such awards would focus the named executive officers on achieving both our short- and long-term business objectives and strategies and align their interests with our shareholders.

Clawback Policy

On February 16, 2021, the Compensation-Setting Committee adopted, and the Board approved, a clawback policy, which allows the Company to recover certain forms of compensation in certain situations. The clawback policy applies to the Company’s current and former executive officers, including all of the named executive officers and it also applies generally to all employees who receive equity awards. The clawback policy provides for the recoupment of certain compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the federal securities laws or from material misconduct or fraud. If the Company is required to prepare an accounting restatement due to material noncompliance with financial reporting requirements, the Board of Directors will require reimbursement or forfeiture of any excess incentive compensation received by a named executive officer during the three completed fiscal years immediately preceding the date on which the Company is required to prepare the accounting restatement, and for all other persons, the Board of Directors will require reimbursement if it is determined that such individual’s conduct was directly related to the restatement. If the Board of Directors determines that a named executive officer or other employee has committed any act of embezzlement, fraud, theft or any other financial misconduct, the Board of Directors may require such person to forfeit or reimburse the Company for some or all (as determined by the Board of Directors) of the incentive compensation awarded to or received during the three years following the discovery of the act.

Compensation-Setting Process

The Compensation Committee approves all compensation decisions for the named executive officers, including base salaries, cash performance bonuses, and equity incentive awards. The Compensation Committee aims to structure executive compensation in a manner that achieves the compensation objectives described above. In approving executive compensation from year to year, the Compensation Committee reviews and considers, among other things:

In general, the named executive officers’officers’ compensation is impacted by individual performance, as noted above. However, the assessment of the named executive officers’ individual performance by the Compensation Committee and W.M. “Rusty” Rush is a subjective assessment of accomplishment and contribution to the Company and is not based upon quantitative performance measures. The Compensation Committee believes that basing individual performance on quantitative performance measures raisesincreases the riskspossibility that individuals will take inappropriate risks to achieve such performance goals without appropriate consideration of the best interests of the Company and our shareholders. The Compensation Committee believes its approach to evaluating individual performance and contribution to the Company provides a balanced relationship between pay-for-performance and appropriate risk management, and fosters team cohesiveness.

In approving 20172020 executive compensation, the Compensation Committee reviewed tally sheets for each named executive officer, which were prepared by management. The tally sheets set forth the base salary, cash performance bonus, total cash compensation, number of stock option awards, and number of RSUrestricted stock awards for each of our executive officers, including the named executive officers, for 2017.2020. The Compensation Committee used the tally sheets as a reference point to ensure its members understood the individual pay levels of the named executive officers. In 2017,2020, the Compensation Committee did not increase or decrease the named executive officers’ compensation as a result of its review of the tally sheets.

Role of Executive Officers in Compensation Decisions

In 2017,2020, certain executive officers, including W.M. “Rusty” Rush, regularly attended Compensation Committee meetings and, upon the Compensation Committee’s request, provided compensation and other related information to the Compensation Committee. However, W.M. “Rusty” Rush was not present during the Compensation Committee’s discussions and approval of his own compensation nor did he attend executive sessions of the Compensation Committee.

In setting and approving 20172020 executive compensation, W.M. “Rusty” Rush: (i) formulated recommendations on matters of compensation philosophy, objectives and design; (ii) provided an overview of our financial and operating performance; (iii) provided the results of his annual performance evaluation of Messrs. McRoberts, Keller, Weaver and Thor; and (iv) provided compensation recommendations for Messrs. McRoberts, Keller, Weaver and Thor. Effective April 21, 2020 through October 1, 2020, Messrs. McRoberts, Keller, Weaver and Thor’s base salaries were reduced by 10% percent. These reductions were implemented in response to the COVID-19 pandemic and the negative impact it has had on the Company’s business and were voluntarily agreed to by all of the named executive officers.

W.M. “Rusty” Rush discussed with the Compensation Committee the following individual performance considerations that impacted his compensation recommendations for Messrs. McRoberts,, Keller, Weaver and Thor:

Based on his performance evaluations of the above named executive officers and one or more of the other factors set forth above under “Compensation-Setting“Compensation-Setting Process,” W.M. “Rusty” Rush made a recommendation to the Compensation Committee regarding the base salary levels, the amount of the cash performance bonus, and the form and amount of the annual equity incentive awards granted to Messrs. McRoberts, Keller, Weaver and Thor for 2017.2020.

W.M. “Rusty”Mr. Rush did not use any formula in determining his compensation recommendations. The Compensation Committee has complete discretion to approve, disapprove, or alter W.M. “Rusty” Rush’sMr. Rush’s compensation recommendations.

In 2017,2020, the Compensation Committee accepted, without modification, the recommendations of W.M. “Rusty”Mr. Rush regarding the base salary, cash performance bonus, and annual equity incentive awards of Messrs. McRoberts, Keller, Weaver and Thor. The entire Board of Directors ratified the individual pay components, as well as the total direct compensation, of these named executive officers in 2017.2020.

W.M. “Rusty”the negative impact of the COVID-19 pandemic on the Company’s business, Mr. Rush recommended to the Compensation Committee, and each of the named executive officers voluntarily agreed, that effective April 21, 2020, Messrs. McRoberts’s, Keller’s, Weaver’s and Thor’s base salaries would be reduced by 10% and Mr. Rush’s base salary would be reduced by 25%. The Compensation Committee accepted this recommendation and reinstated Messrs. McRoberts’s, Keller’s, Weaver’s and Thor’s base salaries effective October 1, 2020 and Mr. Rush’s base salary effective March 1, 2021. Other than the recommendation to temporarily reduce his and the other named executive officers’ base salaries, Mr. Rush did not make any compensation recommendations regarding his compensation in 2017.2020.

The Chief Executive Officer’s’s and Chairman’sChairman’s Compensation

In 2017, theThe Compensation Committee approved W.M. “Rusty” Rush’s 2020 compensation, including his base salary, cash performance bonus, and equity awards, based upon its subjective evaluation of his role and responsibilities within the Company, the Company’s financial and operating performance, and his personal contributions to the Company’s success in 2017. In addition2020. Mr. Rush’s leadership and performance were exceptional in 2020. He communicated regularly with customers, employees and the manufacturers we represent on all aspects of how the COVID-19 pandemic was impacting the various stakeholder groups. He also worked with Mr. McRoberts and the rest of the executive officers to successfully managingquickly adapt our business in light of regularly changing circumstances brought about by the businesspandemic and to record high profitability, his efforts led to our realizing returns on investmentsmanage expenses related thereto. Despite the challenges brought about by the anticipated downturn in our long–term growth strategy, as evidenced by our successful execution of certain of our strategic initiatives, including expanding aftermarket offerings andcommercial vehicle technologies’ solutions, which corresponded to increased aftermarket sales and profitability.the COVID-19 pandemic, we posted strong financial results. In addition, Mr. Rush’s leadership was importantdirectly responsible for the Company being able to increase its quarterly dividend amount from $0.13 per share for the first quarter of 2020 to $0.14 per share in the areasfourth quarter of increasing Class 8 truck sales by 21% compared to the prior year and in2020. This represented more than a 50% increase since we maintained our ability to hire more aftermarket sales representatives and service technicians.cash dividend amount on a post-October 12, 2020 stock split basis.

Role of Compensation Consultant in Compensation Decisions

Generally, the Compensation Committee engages a compensation consultant every two years to conduct an assessment of our executive compensation program. In 2016,2020, the Compensation Committee engaged Pearl Meyer &Compensation Advisory Partners LLC (“Pearl Meyer”CAP”), an independent compensation consultant, to:

The Compensation Committee has established procedures that are intended to maintain Pearl Meyer’sCAP’s independence. These procedures include a direct reporting relationship of Pearl MeyerCAP to the Compensation Committee. With the consent of the Chairman of the Compensation Committee, Pearl MeyerCAP may contact our executive officers, including the named executive officers, for information necessary to fulfill its assignment and may make reports and presentations to and on behalf of the Compensation Committee that the named executive officers also receive.

Pearl MeyerCAP was hired to serve as the Compensation Committee’s independent compensation consultant in 2014. Pearl Meyer2018. CAP has never provided any services to the Company, nor received any payments from the Company, other than in its capacity as a consultant to the Compensation Committee. The Compensation Committee assessed whether the services provided by Pearl MeyerCAP in 20162020 raised any conflicts of interest pursuant to the SEC rules and concluded that no such conflicts of interest existed.

Peer Analysis

As indicated above, one of the factors that the Compensation Committee generally considers in setting the named executive officers’officers’ compensation is competitive pay information. In August 2016, Pearl MeyerJune 2020, CAP derived certain competitive pay information from a custom peer group and certain survey data as further discussed below.

The August 2016June 2020 peer group was composed of the following 18 companies:

There were no material changes to the composition of the peer group from 20162019 to 2017,2020, except we notefor the removal of Briggs & Stratton Corporation, O’Reilly Automotive, Inc. and Standard Motor Products Inc. and the additions of Applied Industrial Technologies, Inc., MSC Industrial Direct Co., Inc. and Terex Corporation. The Compensation Committee believes that Applied Industrial Technologies, Inc., MSC Industrial Direct Co., Inc. and Terex Corporation are each more closely aligned with the Company’s current revenue level and are each, overall, a better fit as a resultpeer company.

The above peer companies were approved by the Compensation Committee based upon an analysis of their annual revenues (roughly 0.33x0.2x to 3x2.5x our revenues), the fact that these companies are in similar industries, are subject to similar market conditions and compete for the same executive talent, based upon data compiled by Pearl MeyerCAP in August 2016.June 2020. At the time of Pearl Meyer’sCAP’s evaluation, the Compensation Committee believed that the composition of the August 2016June 2020 peer group reflected an appropriate set of comparator companies for purposes of assessing the Company’s executive compensation program.

After its August 2016June 2020 peer group assessment, Pearl MeyerCAP performed its executive compensation review in December 2016. Pearl MeyerNovember 2020. CAP derived the December 2016November 2020 competitive pay information from surveying the most recent year of proxy data for each peer company and by analyzing executive compensation surveys from both proprietary sources and general industry executive compensation databases, including Mercer Executive Compensation, Towers Watson Compensation Data Bank and Hewitt Total Compensation Measurement.

As part of Pearl Meyer’s December 2016CAP’s November 2020 assessment, it developed market norms by evaluating the base salary, target bonus and three-year average of long-term incentive awards provided to the named executive officers of the Company’s peer group. To reduce the effects of outliers, Pearl MeyerCAP defined “market norms” to be between the 25^th and 75^th percentiles, with a focus on the median rather than the arithmetic average.

With respect to our 20172020 executive compensation program, the Compensation Committee made the following determinations using the competitive pay information derived by Pearl Meyer:CAP:

Based upon the above findings, the Compensation Committee believes that the individual pay components and total direct compensation levels of Messrs. W.M. “Rusty” Rush, McRoberts, Keller, Weaver and Thor in 20172020 were competitive with the pay practices of the Company’s peer group.

Notwithstanding the above, the Compensation Committee believes the competitive pay information should be used as a point of reference and not as the sole factor in setting executive compensation. Accordingly, the Compensation Committee does not target any individual pay component to fall within a specific range or percentile of the competitive pay information. The competitive pay information is only one of a number of factors used by the Compensation Committee in setting executive compensation. Consequently, each named executive officer’sofficer’s individual pay components and total direct compensation may be below, at, or above the 25^th percentile, 50^th percentile or the 75^th percentile of the competitive pay information. The Compensation Committee approves individual pay components and total direct compensation levels based upon its subjective judgment and discretion as to the overall fairness and competitiveness of the named executive officers’ compensation.

The competitive pay information derived by Pearl MeyerCAP provided the Compensation Committee a basic framework from which to make determinations with regard to the individual pay components and total direct compensation of Messrs. W.M. “Rusty” Rush, McRoberts, Keller, Weaver and Thor, as well as assistance in determining whether such compensation levels accomplished the objectives of the executive compensation program in 2017.2020.

Compensation Program Components

In general, our 20172020 executive compensation program was comprised of the following four primary components:

We do not have a specific policy, practice or formula regarding the allocation of total compensation between (i) base salary and equity incentive awards, (ii) cash performance bonus and equity incentive awards, or (iii) total cash compensation and equity incentive awards.

EachEach of the named executive officers is a participant in our Executive Transition Plan. For a further description of the benefits afforded to the named executive officers under the Executive Transition Plan, please refer to the “Severance and Change in Control Arrangements” section set forth below.

Base Salary

We provide the named executive officers with a base level of monthly income for the expertise, skills, knowledge, and experience they offer to our management team. The Compensation Committee believes that competitive levels of base salary are necessary for the motivation and retention of the named executive officers.

The named executive officers’officers’ base salaries at the end of 20162019 and 20172020 were as follows:

Mr. Weaver received an 18.8% increase in his base salary in 2017 in recognition of his promotion to Executive Vice President and in recognition of his individual performance factors discussed above. Mr. Keller received and 18.8% increase in his base salary in 2017, his first base salary increase since September 2015, in recognition of his individual performance factors discussed above. Messrs. W.M. “Rusty” Rush, McRoberts and Thor each received an approximately 8.0% increase in their base salaries in 2017 in recognition of their individual performance factors discussed above; this was the first base salary increase since September 2015 for Messrs. W.M. “Rusty” Rush and Thor.

(1)	As of December 31, 2020, Mr. Rush’s base salary was still temporarily reduced by 25% as a result of COVID-19’s negative impact on our business. Mr. Rush’s base salary was reinstated in full effective March 1, 2021.

Cash Performance Bonus

Generally, each of the named executive officers is eligible to earn an annual cash performance bonus based upon: (i) our income from continuing operations before taxes during the prior year;year; and (ii) one or more of the following: (a) historical bonus levels; (b) competitive pay information; and (c) individual performance. Performance bonuses are intended to focus management on increasing our income from continuing operations before taxes (one of our key financial objectives), as well as to provide incentives for building shareholder value. The cash performance bonuses are traditionally paid on March 15^th of the year following the year in which they are earned.

For 20162019 and 2017,2020, the Compensation Committee approved the following cash performance bonuses for the named executive officers:

The 20172020 cash performance bonuses were based, in part, upon our 20172020 income from continuing operations before taxes, as reported in our Form 10-K for the year ended December 31, 2017.2020. The Compensation Committee believes that income from continuing operations before taxes provides a direct link between an officer’s compensation and our financial performance, causing the officers’ compensation to fluctuate with our financial performance. Our income from continuing operations before taxes increaseddecreased to $136.4$151.7 million, or over 100%20%, for the 20172020 fiscal year, as compared to $66.4$189.2 million for the 20162019 fiscal year.

Traditionally, cash performance bonuses are increased or decreased by a discretionary percentage that is less than the actual percentage that income from continuing operations before taxes increased or decreased from the prior fiscal year. In determining the amount of the 20172020 cash performance bonuses, the Compensation Committee also considered the 2016November 2020 competitive pay information derived by Pearl MeyerCAP for each of the named executive officers and approved bonus amounts that it subjectively determined appropriate to maintain the competitiveness of the named executive officers’ total cash compensation (i.e., base salary plus the cash performance bonus).

As a result of our income from continuing operations before taxes increasing by over 100% in 2017 (as compared to 2016), and in recognition of the fact that 2017 was a record high year for net income, in addition to the fact that the Company made significant progress with respect to our long–term growth strategy, theThe Compensation Committee subjectively increaseddetermined to reduce the amount of cash performance bonuses for each of Messrs. W.M. “Rusty” Rush, McRoberts, Keller, Weaver and Thor by 51%, 58%, 65%, 65%12% compared to 2019. With respect to Mr. Rush, the Compensation Committee subjectively determined to keep his cash performance bonus the same in 2020 as it was in 2019. This decision was primarily based on the fact that Mr. Rush voluntarily requested that his 2019 cash performance bonus be reduced by 12% from the amount of his 2018 cash performance bonus due to expectations of challenging industry conditions in 2020 and 56%, respectively, in 2017.light of company-wide expense reductions; this request was made prior to the onset of the COVID-19 pandemic.

In making its determinations regarding cash performance bonuses, the Compensation Committee considered the following: