0000899751False00008997512023-06-082023-06-08

    

Washington, D.C. 20549

Date of Report (Date of earliest event reported): June 8, 2023

(Exact name of Registrant as specified in its Charter)

(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:

On June 8, 2023, 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, 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, 2023.

•Approval, in a non-binding advisory vote, of the 2022 compensation paid to the Company's named executive officers.

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

Of the 63,127,418 shares of Titan common stock outstanding on the record date, there were a total of 54,876,220 shares of Titan common stock (or 86.92% of total shares outstanding) represented, in person or by proxy, at the Annual Meeting.

The following nominees for election to the Titan International, Inc. Board of Directors, 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:

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, 2023 was ratified by the following vote:

The non-binding advisory resolution on 2022 executive compensation was not approved:

During the Annual Shareholders Meeting the Chairman of the Board, Maurice M. Taylor, Jr. stated that in the next ninety (90) days Titan’s CFO will take the previously approved compensation plan and explain the factors that determine executive compensation. Titan will furnish the top 40 shareholder’s with the plan and will simultaneously post the plan on the website for all shareholders’ review.

The non-binding advisory resolution on frequency of future advisory votes on compensation paid to the Company's named executive officers received the following vote:

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.