0001409171false00014091712023-06-052023-06-05

 

 

 

Date of Report (Date of earliest event reported): June 5, 2023

 

(Exact name of registrant as specified in its charter)

 

(State or Other Jurisdiction of Incorporation)

 

001-33866						45-0357838
(Commission File Number)						(IRS Employer
						Identification No.)

 

(Address of Principal Executive Offices)  (Zip Code)

 

(Registrant’s telephone number, including area code)

 

(Former Name or Former Address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $0.00001 par value per share			TITN			The Nasdaq Stock Market LLC

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 a 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. o The Annual Meeting was held on June 5, 2023.

 

The votes cast with respect to each item of business properly presented at the meeting are as follows:

Proposal No. 1 — The stockholders elected the following Class I nominees to the Board of Directors for a three-year term.

			For			Withheld			Broker Non-Votes
Tony Christianson			14,820,104			2,804,442			1,283,962
Christine Hamilton			14,926,545			2,698,001			1,283,962

 

Proposal No. 2 — The stockholders adopted the non-binding resolution approving the compensation of the Company’s Named Executive Officers as described in the Company’s 2023 Proxy Statement.

For			Against			Abstained			Broker Non-Votes
10,312,558			7,279,721			32,267			1,283,962

Proposal No. 3 — The stockholders adopted the non-binding resolution recommending holding future advisory votes on the compensation of the Company's Named Executive Officers every year.

For 1 Year			For 2 Years			For 3 Years			Abstained			Broker Non-Votes
15,856,309			24,270			1,733,960			10,007			1,283,962

Based on the foregoing results and consistent with the substantial majority of votes cast in favor of "1 Year", the Company's Board of Directors has adopted a policy to hold an advisory vote on the compensation of its Named Executive Officers every year.

Proposal No. 4 —The stockholders ratified the appointment of Deloitte & Touche LLP as the Company's Registered Independent Public Accounting Firm for the fiscal year ended January 31, 2024. 

For			Against			Abstained			Broker Non-Votes
18,702,787			195,047			10,674			-

 

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.

 

Dated:  June 6, 2023

 

									TITAN MACHINERY INC.
						By			/s/ Robert Larsen
									Robert Larsen
									Chief Financial Officer