8-K

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 10, 2021

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ 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 ☐

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 ☐

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

Item 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On June 10, 2021, 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, Max A. Guinn, Mark H. Rachesky, MD, Paul G. Reitz, Anthony L. Soave, Maurice M. Taylor, Jr., and Laura K. Thompson 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 ending December 31, 2021.

•Approval, in a non-binding advisory vote, of the 2020 compensation paid to the Company's named executive officers.

•Approval of the Titan International, Inc. Equity and Incentive Compensation Plan.

Of the 61,621,745 shares of Titan common stock outstanding on the record date, there were a total of 52,154,299 shares of Titan common stock (or 84.63% 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. Cowger, Mr. Guinn, 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.	24,259,486	20,379,712	7,515,101
Gary L. Cowger	24,128,452	20,510,746	7,515,101
Max A. Guinn	31,174,158	13,465,040	7,515,101
Mark H. Rachesky, MD	31,106,733	13,532,465	7,515,101
Paul G. Reitz	33,739,995	10,899,203	7,515,101
Anthony L. Soave	33,716,799	11,922,399	7,515,101
Maurice M. Taylor, Jr.	33,422,041	11,217,157	7,515,101
Laura K. Thompson	44,239,088	400,110	7,515,101

Proposal 2: Ratification of Independent Registered Public Accounting Firm of Grant Thornton LLP

The selection of Grant Thornton LLP as the independent registered public accounting firm to audit the Company's financial statements for the year ending December 31, 2021 was ratified by the following vote:

Shares Voted For	Shares Against	Shares Abstaining	Broker Non-Votes
51,912,249	178,701	63,349	—

Proposal 3: Non-Binding Advisory Vote of the 2020 Compensation Paid to the Named Executive Officers

The non-binding advisory resolution on 2020 executive compensation was approved by the following vote:

Shares Voted For	Shares Against	Shares Abstaining	Broker Non-Votes
23,052,972	21,316,182	270,044	7,515,101

Proposal 4: Approval of the Titan International, Inc. Equity and Incentive Compensation Plan

The approval of the Titan International, Inc. Equity and Incentive Compensation Plan was approved by the following vote:

Shares Voted For	Shares Against	Shares Abstaining	Broker Non-Votes
43,251,081	1,316,662	71,455	7,515,101

Item 7.01 Regulation FD Disclosure.

Titan International, Inc. issued a press release on the Chairman comments on the results from the 2021 annual stockholders' meeting. See press release dated June 15, 2021.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The exhibits set forth below are being furnished pursuant to Item 7.01.

Exhibit No.	Description
99.1	Titan International, Inc.'s Chairman Comments on the Results from the 2021 Annual Stockholders' Meeting

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 15, 2021	By:	/s/ MICHAEL G. TROYANOVICH
			Michael G. Troyanovich
			Secretary and General Counsel

EX-99.1

Contact:     Todd Shoot

SVP, InvestorRelations / Treasurer    (217) 221-4416

Titan International, Inc.’s Chairman Comments on the Results from the 2021 Annual Stockholders’ Meeting

QUINCY, IL. - Titan International, Inc. (NYSE: TWI) (“Titan” or the “Company”) today announced the results from its 2021 Annual Stockholders’ Meeting held at 10:00 a.m. Central time on June 10, 2021.

Morry Taylor, Chairman of the Board, commented, “I have been doing these meetings for TWI since 1993. My fellow stockholders, this means I have seen a lot of different things over the years, and this year was the oddest. It even beat out the years of the steelworkers protest, and ‘the Rubber Strike’. ISS came out with recommendations to withhold votes on all Board members except for our newest Board member, Laura Thompson. If this had happened, would anyone think this would be best for the Company or Titan’s stockholders?

“It is very surprising that there are investors who think certain proposals are good for every company. Titan International, Inc is a manufacturer of farm and OTR wheels, tires and undercarriage products. There is no question Titan is the largest in North America, but it has significant foreign competition that we fight against. I should also point out that our U.S. government allows the U.S market to remain open, while the foreign markets are closed to our products.

“I want to thank all of our stockholders who supported the team at Titan. This year is going to be another important year for the Company and we believe the strong market will continue throughout 2022 and perhaps beyond.

“The proxy advisors were also upset that Titan didn’t give enough information in the form of targets for management compensation. I mentioned this at the stockholder meeting. How can you give forward projection when in November 2020 OEMs were telling the world 5% growth in sales in 2021 and Titan Board of Directors in December approved a budget that had a sizeable financial increase in 2021, but by February there were sales increases of over 25% or more?

Titan’s business is increasing significantly as witnessed by our first quarter results. Everything is moving up because the price of corn and soybeans are high and I believe they will stay high in the foreseeable future. Paul Reitz, President and CEO, has a great team and they are doing the right things to drive the business. However, to ask them to get the projections right a year out is asking too much. It has been a long time since everything has lined up like this. We don’t know when the peak will be, but I don’t believe we are there yet, that’s for sure! We are optimistic about the future.

“All Directors were reelected and all other proposals were approved with a majority vote. Hopefully, next year, the proxy advisor services can call or visit us and we can show them what makes Titan tick. Public companies don’t all look alike. We look forward to sharing our progress as we move forward. I greatly appreciate your support of Titan.”

Safe harbor statement:

This press release contains forward-looking statements. These forward-looking statements are covered by the safe harbor for "forward-looking statements" provided by the Private Securities Litigation Reform Act of 1995. The words “believe,” “expect,” “anticipate,” “plan,” “would,” “could,” “potential,” “may,” “will,” and other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us. Although we believe the assumptions upon which these forward-looking statements are based are reasonable, these assumptions are subject to significant risks and uncertainties, and are subject to change based on various factors, some of which are beyond Titan International, Inc.'s control. As a result, any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could be incorrect, and actual results may vary materially from those indicated or anticipated by such statements. The inclusion of such statements should not be regarded as a representation of such plans, estimates or expectations will be achieved. The matters discussed in these forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results and trends to differ materially from those made, projected, or implied in or by the forward-looking statements depending on a variety of uncertainties or other factors including, but not limited to, the continued effect of the COVID-19 pandemic on our operations and financial performance; changes in the Company’s end-user markets into which the Company sells its products as a result of domestic and world economic or regulatory influences or otherwise; changes in the marketplace, including new products and pricing changes by the Company’s competitors; the Company's ability to maintain satisfactory labor relations; unfavorable outcomes of legal proceedings; the Company's ability to comply with current or future regulations applicable to the Company's business and the industry in which it competes or any actions taken or orders issued by regulatory authorities; availability and price of raw materials; levels of operating efficiencies; the effects of the Company's indebtedness and its compliance with the terms thereof; changes in the interest rate environment and their effects on the Company's outstanding indebtedness; unfavorable product liability and warranty claims; actions of domestic and foreign governments, including the imposition of additional tariffs; geopolitical and economic uncertainties relating to the countries in which the Company operates or does business; risks associated with acquisitions, including difficulty in integrating operations and personnel, disruption of ongoing business, and increased expenses; results of investments; the effects of potential processes to explore various strategic transactions, including potential dispositions; fluctuations in currency translations; risks

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associated with environmental laws and regulations; risks relating to our manufacturing facilities, including that any of our material facilities may become inoperable; risks relating to financial reporting, internal controls, tax accounting, and information systems; and the other risks and factors detailed in the Company’s periodic reports filed with the Securities and Exchange Commission, including the disclosures under "Risk Factors" in those reports. These forward-looking statements are made only as of the date hereof. The Company cautions that any forward-looking statements included in this press release are subject to a number of risks and uncertainties, and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, changed circumstances or future events, or for any other reason, except as required by law.

About Titan

Titan International, Inc. (NYSE: TWI) is a leading global manufacturer of off-highway wheels, tires, assemblies, and undercarriage products. Headquartered in Illinois, the Company globally produces a broad range of products to meet the specifications of original equipment manufacturers (OEMs) and aftermarket customers in the agricultural, earthmoving/construction, and consumer markets. For more information, visit www.titan-intl.com.

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XML

8-K Document and Entity Information Document	Jun. 10, 2021
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Jun. 10, 2021
Entity Registrant Name	TITAN INTERNATIONAL, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	1-12936
Entity Tax Identification Number	36-3228472
Entity Address, Address Line One	2701 Spruce Street
Entity Address, City or Town	Quincy
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	62301
City Area Code	(217)
Local Phone Number	228-6011
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common stock, $0.0001 par value
Trading Symbol	TWI
Security Exchange Name	NYSE
Entity Central Index Key	0000899751
Amendment Flag	false