0001409171-19-000033.txt : 20190607 0001409171-19-000033.hdr.sgml : 20190607 20190607112347 ACCESSION NUMBER: 0001409171-19-000033 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190606 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20190607 DATE AS OF CHANGE: 20190607 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Titan Machinery Inc. CENTRAL INDEX KEY: 0001409171 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 450357838 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33866 FILM NUMBER: 19884623 BUSINESS ADDRESS: STREET 1: 644 EAST BEATON DRIVE CITY: WEST FARGO STATE: ND ZIP: 58078 BUSINESS PHONE: (701) 356-0130 MAIL ADDRESS: STREET 1: 644 EAST BEATON DRIVE CITY: WEST FARGO STATE: ND ZIP: 58078 8-K 1 a8-kjune2019annualmeeting.htm 8-K ANNUAL MEETING Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 6, 2019
 
TITAN MACHINERY INC.
(Exact name of registrant as specified in its charter)
 
Delaware
(State or Other Jurisdiction of Incorporation)
 
001-33866
 
45-0357838
(Commission File Number)
 
(IRS Employer
 
 
Identification No.)
 
644 East Beaton Drive, West Fargo ND 58078-2648
(Address of Principal Executive Offices)  (Zip Code)
 
(701) 356-0130
(Registrant’s telephone number, including area code)
 
Not Applicable
(Former Name or Former Address, if changed since last report)
 
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:
 
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))

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 o   


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  




Item 5.07 Submission of Matters to a Vote of Security Holders.
 
The 2019 Annual Meeting of Stockholders of Titan Machinery Inc. (the “Company”) was held on June 6, 2019. 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 III nominees to the Board of Directors for a three-year term.
 
For
Withheld
Broker Non-Votes
Stan Dardis
19,335,338
402,159
996,782
David Meyer
19,332,112
405,385
996,782
 
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 2019 Proxy Statement.
For
Against
Abstained
Broker Non-Votes
19,411,171
143,135
183,191
996,782

Proposal No. 3 —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, 2020. 
For
Against
Abstained
Broker Non-Votes
20,554,777
12,058
167,444
-







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.
 
Dated:  June 7, 2019
 
 
 
 
TITAN MACHINERY INC.
 
 
 
 
 
 
 
 
 
 
By
/s/ Mark Kalvoda
 
 
 
Mark Kalvoda
 
 
 
Chief Financial Officer