Titan International Inc. (DE) filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$TWI
Steel/Iron Ore
Industrials
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 11, 2025
(Exact name of Registrant as specified in its Charter)
| (State of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(Address of principal executive offices, including Zip Code)
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
Item 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On June 11, 2025, Titan International, Inc. (Titan or the Company) held its Annual Meeting of Stockholders (Annual Meeting) to consider and act upon the following matters:
•Election of Richard M. Cashin Jr., Max A. Guinn, Kim A. Marvin, Mark H. Rachesky, MD, Paul G. Reitz, Anthony L. Soave, Maurice M. Taylor Jr. and Laura K. Thompson as directors to serve for one-year terms and until their successors are elected and qualified.
•Ratification of the selection of BDO USA P.C. by the Board of Directors as the independent registered public accounting firm to audit the Company's financial statements for the year ending December 31, 2025.
•Approval, in a non-binding advisory vote, of the 2024 compensation paid to the Company's named executive officers.
Of the 63,704,208 shares of Titan common stock outstanding on the record date, there were a total of 55,870,802 shares of Titan common stock (or 87.70% of total shares outstanding) represented, in person or by proxy, at the Annual Meeting.
Proposal 1: Election of Directors
The following nominees for election to the Titan International, Inc. Board of Directors, Mr. Cashin, Mr. Guinn, Mr. Marvin, Dr. Rachesky, Mr. Reitz, Mr. Soave, Mr. Taylor, and Ms. Thompson were duly elected for a one-year term.
The number of votes cast for or against (or withheld) and the number of broker non-votes with respect to Proposal 1 voted upon, as applicable, are set forth below:
| Shares Voted For | Shares Withheld | Broker Non-Votes | |||||||||
| Richard M. Cashin Jr. | 46,485,050 | 3,373,276 | 6,012,476 | ||||||||
| Max A. Guinn | 36,550,206 | 13,308,120 | 6,012,476 | ||||||||
| Kim A. Marvin | 48,274,414 | 1,583,912 | 6,012,476 | ||||||||
| Mark H. Rachesky, MD | 47,991,242 | 1,867,084 | 6,012,476 | ||||||||
| Paul G. Reitz | 49,163,000 | 695,326 | 6,012,476 | ||||||||
| Anthony L. Soave | 46,815,500 | 3,042,826 | 6,012,476 | ||||||||
| Maurice M. Taylor, Jr. | 48,372,512 | 1,485,814 | 6,012,476 | ||||||||
| Laura K. Thompson | 48,227,188 | 1,631,138 | 6,012,476 | ||||||||
Proposal 2: Ratification of Independent Registered Public Accounting Firm of BDO USA P.C.
The selection of BDO USA P.C. as the independent registered public accounting firm to audit the Company's financial statements for the year ending December 31, 2025 was ratified by the following vote:
| Shares Voted For | Shares Against | Shares Abstaining | Broker Non-Votes | ||||||||
| 55,232,666 | 548,983 | 89,153 | — | ||||||||
Proposal 3: Non-Binding Advisory Vote of the 2024 Compensation Paid to the Named Executive Officers
The non-binding advisory resolution on 2024 executive compensation was approved by the following vote:
| Shares Voted For | Shares Against | Shares Abstaining | Broker Non-Votes | ||||||||
| 45,584,678 | 4,222,766 | 50,882 | 6,012,476 | ||||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TITAN INTERNATIONAL, INC. | |||||
| (Registrant) | |||||
| Date: | June 13, 2025 | By: | /s/ DAVID A. MARTIN | ||||||||
| David A. Martin | |||||||||||
| SVP and Chief Financial Officer | |||||||||||