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 12, 2019
TITAN INTERNATIONAL, INC.
(Exact name of Registrant as specified in its Charter)
| Delaware | 1-12936 | 36-3228472 |
| (State of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
2701 Spruce Street, Quincy, IL 62301
(Address of principal executive offices, including Zip Code)
(217) 228-6011
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act o
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common stock, $0.0001 par value | TWI | New York Stock Exchange |
INFORMATION TO BE INCLUDED IN THIS REPORT
Item 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On June 12, 2019, 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., Gary L. Cowger, Albert J. Febbo, Mark H. Rachesky, MD, Paul G. Reitz, Anthony L. Soave, and Maurice M. Taylor, Jr. as directors to serve one year terms and until their successors are elected and qualified. |
| • | Ratification of the selection of Grant Thornton LLP by the Board of Directors as the independent registered public accounting firm to audit the Company's financial statements for the year ended December 31, 2019. |
| • | Approval, in a non-binding advisory vote, of the compensation paid to the Company's named executive officers. |
| • | Stockholder proposal regarding a sale, merger, or other disposition of the Company. |
Of the 60,000,370 shares of Titan common stock outstanding on the record date, there were a total of 54,917,273 shares of Titan common stock (or 91.52% of total shares outstanding) represented at the Annual Meeting.
Proposal 1
Richard M. Cashin Jr., Gary L. Cowger, Albert J. Febbo, Mark H. Rachesky, MD, Paul G. Reitz, Anthony L. Soave, and Maurice M. Taylor, Jr. were elected as directors with the following vote:
| Shares | Shares | Broker | ||||
| Voted For | Withheld | Non-Votes | ||||
| Richard M. Cashin Jr. | 29,194,858 | 14,920,807 | 10,801,608 | |||
| Gary L. Cowger | 35,779,614 | 8,336,051 | 10,801,608 | |||
| Albert J. Febbo | 30,437,341 | 13,678,324 | 10,801,608 | |||
| Mark H. Rachesky, MD | 28,552,917 | 15,562,748 | 10,801,608 | |||
| Paul G. Reitz | 42,826,392 | 1,289,273 | 10,801,608 | |||
| Anthony L. Soave | 32,434,268 | 11,681,397 | 10,801,608 | |||
| Maurice M. Taylor, Jr. | 42,229,442 | 1,886,223 | 10,801,608 | |||
Proposal 2
The selection of Grant Thornton LLP as the independent registered public accounting firm was ratified by the following vote:
| Shares | Shares | Shares | Broker |
| Voted For | Against | Abstaining | Non-Votes |
| 54,533,053 | 320,866 | 63,354 | — |
Proposal 3
The non-binding advisory resolution on executive compensation was approved by the following vote:
| Shares | Shares | Shares | Broker |
| Voted For | Against | Abstaining | Non-Votes |
| 27,420,441 | 16,643,352 | 51,872 | 10,801,608 |
Proposal 4
The Shareholder proposal to approve, by a non-binding advisory vote, the request that the Company’s Board of Directors immediately take the necessary steps to achieve a sale, merger, or other disposition of the Company on terms that will maximize stockholder value as expeditiously as possible was not submitted to a vote at the Annual Meeting because the proponent failed to properly present the proposal personally or through a qualified representative at the Annual Meeting. Had the proposal been properly presented, the proposal would have received the following vote:
| Shares | Shares | Shares | Broker |
| Voted For | Against | Abstaining | Non-Votes |
| 1,295,275 | 42,722,882 | 97,508 | 10,801,608 |
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, 2019 | By: | /s/ DAVID A. MARTIN |
| David A. Martin | |||
| SVP and Chief Financial Officer | |||
| (Principal Financial Officer) | |||