0000899751-15-000035.txt : 20150605 0000899751-15-000035.hdr.sgml : 20150605 20150605103420 ACCESSION NUMBER: 0000899751-15-000035 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150605 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20150605 DATE AS OF CHANGE: 20150605 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TITAN INTERNATIONAL INC CENTRAL INDEX KEY: 0000899751 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 363228472 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12936 FILM NUMBER: 15914800 BUSINESS ADDRESS: STREET 1: 2701 SPRUCE ST CITY: QUINCY STATE: IL ZIP: 62301 BUSINESS PHONE: 2172286011 MAIL ADDRESS: STREET 1: 2701 SPRUCE ST CITY: QUINCY STATE: IL ZIP: 62301 FORMER COMPANY: FORMER CONFORMED NAME: TITAN WHEEL INTERNATIONAL INC DATE OF NAME CHANGE: 19930403 8-K 1 a060515form8k.htm TITAN INTERNATIONAL, INC. FORM 8-K JUNE 05, 2015 060515form8k



    
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): June 4, 2015

TITAN INTERNATIONAL, INC.
(Exact name of Registrant as specified in its Charter)


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 June 4, 2015, Titan International, Inc. (Titan or the Company) held its Annual Meeting of Stockholders (Annual Meeting) for the purposes of:
•
Electing Anthony L. Soave as a director to serve a three-year term.
•
Ratifying the appointment of Grant Thornton LLP as the independent registered public accounting firm for 2015.
•
Approving the reincorporation of the Company from the state of Illinois to the state of Delaware.
•
Approving a non-binding advisory resolution on executive compensation.
•
Considering a stockholder proposal regarding declassifying the Company's board of directors.
 
Of the 53,779,842 shares of Titan common stock outstanding on the record date, there were a total of 48,126,008 shares of Titan common stock (or 89.49% of total shares outstanding) represented at the Annual Meeting.
 
Anthony L. Soave was elected as director with the following vote:
 
Shares
Shares
Broker
 
Voted For
Withheld
Non-Votes
Anthony L. Soave
26,386,096
11,637,738
10,102,174
 
The following were directors at the time of the annual meeting and continue serving their term as Titan directors:
Richard M. Cashin Jr., Gary L. Cowger, Albert J. Febbo, Peter B. McNitt, Mark H. Rachesky MD, and Maurice M. Taylor Jr.
 
The appointment of Grant Thornton LLP as the independent registered public accounting firm was ratified by the following vote:
Shares
Shares
Shares
Broker
Voted For
Against
Abstaining
Non-Votes
47,294,971
299,468
531,569
—
 
The reincorporation of the Company from the state of Illinois to the state of Deleware was approved by the following vote:
Shares
Shares
Shares
Broker
Voted For
Against
Abstaining
Non-Votes
37,302,299
237,872
483,663
10,102,174
 
The non-binding advisory resolution on executive compensation was approved by the following vote:
Shares
Shares
Shares
Broker
Voted For
Against
Abstaining
Non-Votes
26,358,043
11,088,748
577,043
10,102,174
 
The stockholder proposal regarding declassifying the Company's board of directors was approved by the following vote:
Shares
Shares
Shares
Broker
Voted For
Against
Abstaining
Non-Votes
30,612,038
6,850,133
561,663
10,102,174








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.




 
TITAN INTERNATIONAL, INC.
 
(Registrant)

Date:
June 5, 2015
By:
/s/ JOHN HRUDICKA
 
 
 
John Hrudicka
 
 
 
Chief Financial Officer
 
 
 
(Principal Financial Officer)