Rush Enterprises, Inc. (NASDAQ:RUSHA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)On March 5, 2019, the Board of Directors of Rush Enterprises, Inc. (the “Company”), upon the recommendation of the Compensation Committee of the Company (the “Compensation Committee”), approved the following compensation payments to the below named executive officers of the Company:
Cash Bonus Payments
After a review of competitive market data and the Company’s operating results for the 2018 fiscal year, the Compensation Committee approved the following cash bonus payments:
|
Name / Title |
Cash Bonus |
|
|
W. M. “Rusty” Rush Chairman, President, Chief Executive Officer and Director |
$ | 2,500,000 |
|
Michael J. McRoberts Chief Operating Officer |
$ | 565,000 |
|
Steven L. Keller Chief Financial Officer and Treasurer |
$ | 438,000 |
|
Derrek Weaver Executive Vice President |
$ | 438,000 |
|
James E. Thor Senior Vice President, Truck Sales and Marketing |
$ | 413,000 |
The cash bonuses will be paid on March 15, 2019.
Stock Option Grants
The Compensation Committee approved the following stock options exercisable for shares of the Company’s Class A common stock (the “Stock Options”):
|
Name / Title |
Stock Options (#) |
|
W. M. “Rusty” Rush Chairman, President, Chief Executive Officer and Director |
35,000 |
|
Michael J. McRoberts Chief Operating Officer |
10,000 |
|
Steven L. Keller Chief Financial Officer and Treasurer |
10,000 |
|
Derrek Weaver Executive Vice President |
10,000 |
|
James E. Thor Senior Vice President, Truck Sales and Marketing |
10,000 |
The Stock Options will be granted under the Rush Enterprises, Inc. Amended and Restated 2007 Long-Term Incentive Plan (the “Plan”) on March 15, 2019 (the “Grant Date”). The Stock Options will have an exercise price equal to the closing sale price of the Company’s Class A common stock on the Grant Date and will vest in three equal annual installments beginning on the third anniversary of the Grant Date. Additional terms and conditions applicable to the Stock Options are set forth in the Form of Rush Enterprises, Inc. Amended and Restated 2007 Long-Term Incentive Plan Stock Option Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Restricted Stock Awards
The Compensation Committee approved the following restricted stock awards (the “RSAs”):
|
Name / Title |
RSAs (#) |
|
W. M. “Rusty” Rush Chairman, President, Chief Executive Officer and Director |
61,000 |
|
Michael J. McRoberts Chief Operating Officer |
18,000 |
|
Steven L. Keller Chief Financial Officer and Treasurer |
14,000 |
|
Derrek Weaver Executive Vice President |
14,000 |
|
James E. Thor Senior Vice President, Truck Sales and Marketing |
12,400 |
The RSAs will be granted under the Plan on the Grant Date. The RSAs entitle the grantee to receive shares of the Company’s Class B common stock upon satisfaction of the vesting conditions. The RSAs will vest in three equal installments beginning on the first anniversary of the Grant Date. Additional terms and conditions applicable to the RSAs are set forth in the Form of Rush Enterprises, Inc. Amended and Restated 2007 Long-Term Incentive Plan Restricted Stock Award Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 8.01Other Events.
The Company’s Board of Directors recently approved amendments to the following Company governance documents: (i) the Corporate Governance Guidelines; (ii) the Nominating and Governance Committee Charter; and (iii) the Audit Committee Charter. The amendments are intended to bring these documents further into conformance with current corporate governance “best practices” and to update certain activities and responsibilities that the Board of Directors and its committees perform or undertake today and that were not reflected prior to the amendments. The updated governance documents are available on our website at www.rushenterprises.com.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits
Exhibit No.Description
RUSH ENTERPRISES INC TX Exhibit
EX-10.1 2 ex_137075.htm EXHIBIT 10.1 ex_137075.htm Exhibit 10.1 RUSH ENTERPRISES,…
To view the full exhibit click here
About Rush Enterprises, Inc. (NASDAQ:RUSHA)
Rush Enterprises, Inc. is a retailer of commercial vehicles and related services. The Company operates through the Truck Segment, which includes its operation of a regional network of commercial vehicle dealerships under the name Rush Truck Centers. The Company, through its Rush Truck Centers, offers services, including retail sales of new and used commercial vehicles, aftermarket parts sales, service and repair facilities, financing, leasing and rental, and insurance products. Rush Truck Centers primarily sell commercial vehicles manufactured by Peterbilt, International, Hino, Ford, Isuzu, Mitsubishi Fuso, IC Bus or Blue Bird. At its Rush Truck Centers, the Company offers third party financing to assist customers in purchasing new and used commercial vehicles. Additionally, the Company sells, as agent through its insurance agency, a line of property and casualty insurance, including collision and liability insurance on commercial vehicles, cargo insurance and credit life insurance.
