051514form8k
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): May 15, 2014
TITAN INTERNATIONAL, INC.
(Exact name of Registrant as specified in its Charter)
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Illinois | 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 obligations 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))
INFORMATION TO BE INCLUDED IN THIS REPORT
Item 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 15, 2014, Titan International, Inc. (Titan) held its Annual Meeting of Stockholders (Annual Meeting) for the purposes of:
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• | Electing Richard M. Cashin Jr., Albert J. Febbo and Gary L. Cowger as directors to serve for three-year terms. |
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• | Ratifying the appointment of Grant Thornton LLP as the independent registered public accounting firm for 2014. |
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• | Approving a non-binding advisory resolution on executive compensation. |
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• | Approving amendments to the Company's bylaws. |
Of the 53,571,206 shares of Titan common stock outstanding on the record date, there were a total of 48,904,959 shares of Titan common stock (or 91.28% of total shares outstanding) represented at the Annual Meeting.
Richard M. Cashin Jr., Albert J. Febbo and Gary L. Cowger were elected as directors with the following vote:
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| Shares | Shares | Broker |
| Voted For | Withheld | Non-Votes |
Richard M. Cashin Jr. | 26,590,325 | 13,620,003 | 8,694,631 |
Albert J. Febbo | 26,688,690 | 13,521,638 | 8,694,631 |
Gary L. Cowger | 38,489,033 | 1,721,295 | 8,694,631 |
The following were directors at the time of the annual meeting and continue serving their term as Titan directors:
Erwin H. Billig, Peter B. McNitt, Anthony L. Soave, and Maurice M. Taylor Jr.
The appointment of Grant Thornton LLP as the independent registered public accounting firm was ratified by the following vote:
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Shares | Shares | Shares | Broker |
Voted For | Against | Abstaining | Non-Votes |
48,323,510 | 497,446 | 84,003 | — |
The non-binding advisory resolution on executive compensation was not approved by the following vote:
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Shares | Shares | Shares | Broker |
Voted For | Against | Abstaining | Non-Votes |
18,880,119 | 20,912,701 | 417,508 | 8,694,631 |
The amendments to the Company's bylaws were approved by the following vote:
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Shares | Shares | Shares | Broker |
Voted For | Against | Abstaining | Non-Votes |
38,844,131 | 1,165,383 | 200,814 | 8,694,631 |
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: | May 15, 2014 | By: | /s/ JOHN HRUDICKA |
| | | John Hrudicka |
| | | Chief Financial Officer |
| | | (Principal Financial Officer) |
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