twi-202306080000899751False00008997512023-06-082023-06-08
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 8, 2023
TITAN INTERNATIONAL, INC.
(Exact name of Registrant as specified in its Charter)
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| Delaware | 1-12936 | 36-3228472 |
| (State of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
1525 Kautz Road, Suite 600, West Chicago, IL 60185
(Address of principal executive offices, including Zip Code)
(630) 377-0486
(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:
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| Title of each class | Trading
Symbol | Name of each exchange on which registered |
| Common stock, $0.0001 par value | TWI | New York Stock Exchange |
EXPLANATORY NOTE
This Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K of Titan International, Inc. (the “Company”) filed with the U.S. Securities and Exchange Commission on June 13, 2023 (the “Initial 8-K”). The sole purpose of this Amendment is to update the disclosure under “Item 5.07 Submission of Matters to a Vote of Security Holders” of the Initial 8-K to disclose the Company’s decision regarding whether advisory votes on the compensation of the Company’s named executive officers should be held every one, two or three years (the “Say-on-Frequency Proposal”). No other changes have been made to the Initial 8-K.
Item 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
As reported in the Initial 8-K, in an advisory vote held at the Company’s annual meeting on June 8, 2023, the option of “1 Year” received the highest number of votes cast by stockholders on the Say-on-Frequency Proposal. As a result of the vote, the Company will hold a stockholder advisory vote on the compensation of the Company’s named executive officers each year. The Board may re-evaluate this determination after the next Say-on-Frequency Proposal, which will be held no later than the 2029 Annual Meeting of Stockholders.
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.
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| TITAN INTERNATIONAL, INC. |
| (Registrant) |
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| Date: | February 28, 2024 | By: | /s/ MICHAEL G. TROYANOVICH | |
| | | Michael G. Troyanovich | |
| | | Secretary and General Counsel | |