0000899751-16-000130.txt : 20160603 0000899751-16-000130.hdr.sgml : 20160603 20160603142903 ACCESSION NUMBER: 0000899751-16-000130 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160602 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20160603 DATE AS OF CHANGE: 20160603 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: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12936 FILM NUMBER: 161695169 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 a060216form8k.htm 8-K Document



    
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 2, 2016

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


Delaware
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 2, 2016, Titan International, Inc. (Titan or the Company) held its Annual Meeting of Stockholders (Annual Meeting) for the purposes of:
•
Election of Maurice M. Taylor, Jr., Peter B. McNitt and Mark H. Rachesky, MD as directors to serve one year terms.
•
Ratifying the appointment of Grant Thornton LLP as the independent registered public accounting firm for 2016.
•
Approving a non-binding advisory resolution on executive compensation.

 
Of the 53,957,160 shares of Titan common stock outstanding on the record date, there were a total of 47,849,995 shares of Titan common stock (or 88.68% of total shares outstanding) represented at the Annual Meeting.
 

Maurice M. Taylor, Jr., Peter B. McNitt and Mark H. Rachesky, MD were elected as directors with the following vote:
 
Shares
Shares
Broker
 
Voted For
Withheld
Non-Votes
Maurice M. Taylor, Jr.
32,071,288
4,191,304
11,587,403
Peter B. McNitt
24,886,281
11,376,311
11,587,403
Mark H. Rachesky, MD
30,404,869
5,857,723
11,587,403
 
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, and Anthony L. Soave.
 

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
47,462,370
257,818
129,807
—
 

The non-binding advisory resolution on executive compensation was approved by the following vote:
Shares
Shares
Shares
Broker
Voted For
Against
Abstaining
Non-Votes
32,524,284
3,641,537
96,771
11,587,403
 









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 3, 2016
By:
/s/ CHRISTOPHER H. BOHNERT
 
 
 
Christopher H. Bohnert
 
 
 
Chief Accounting Officer
 
 
 
(Principal Accounting Officer)