8-K
filed June 13, 2023, 7:59 PM ET
ticker TWI
CIK 0000899751
other material
confidence high
sentiment negative
materiality 0.15
Titan International shareholders reject 2022 executive compensation in advisory vote; CFO to explain plan
TITAN INTERNATIONAL INC
- Non-binding advisory vote on 2022 exec compensation not approved: 22.8M for, 26.1M against, 5.9M broker non-votes.
- Chairman stated CFO will explain compensation factors to top 40 shareholders within 90 days and post plan on website.
- All seven director nominees elected; Richard M. Cashin Jr. had 23.6M for, 25.4M withheld.
- Ratification of Grant Thornton LLP as auditor approved: 54.3M for, 0.6M against, 74K abstain.
- Advisory vote on frequency of future say-on-pay votes: 30.0M for 1 year, 15.8M for 2 years, 3.2M for 3 years.
Key facts
Extracted from this filing and checked against the source text.
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
TITAN INTERNATIONAL INC shareholders approved 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. at the 2023-06-08 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-06-08
Exact text from the filing
Proposal 1: Election of Directors 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: Shares Voted For Shares Withheld Broker Non-Votes Richard M. Cashin Jr. 23,611,593 25,414,155 5,850,472 Max A. Guinn 32,544,501 16,481,247 5,850,472 Mark H. Rachesky, MD 34,580,404 14,445,344 5,850,472 Paul G. Reitz 38,187,026 10,838,722 5,850,472 Anthony L. Soave 33,837,281 15,188,467 5,850,472 Maurice M. Taylor, Jr. 37,502,140 11,523,608 5,850,472 Laura K. Thompson 36,440,403 12,585,345 5,850,472
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
TITAN INTERNATIONAL INC shareholders approved Approval, in a non-binding advisory vote, of the frequency of future advisory votes on compensation paid to the Company's named executive officers. at the 2023-06-08 meeting.
- Proposal
- say on pay frequency
- Outcome
- passed
- Meeting
- 2023-06-08
Exact text from the filing
Proposal 4: Non-Binding Advisory Vote of the Frequency of Future Advisory Votes on Compensation Paid to the Company's Named Executive Officers 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: 1 Year 2 Years 3 Years Abstain Shares Voted For 30,016,206 15,811,645 3,156,849 41,048
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
TITAN INTERNATIONAL INC shareholders approved 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. at the 2023-06-08 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-06-08
Exact text from the filing
Proposal 2: Ratification of Independent Registered Public Accounting Firm of Grant Thornton LLP 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: Shares Voted For Shares Against Shares Abstaining Broker Non-Votes 54,251,189 550,679 74,352 —
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
TITAN INTERNATIONAL INC shareholders rejected Approval, in a non-binding advisory vote, of the 2022 compensation paid to the Company's named executive officers. at the 2023-06-08 meeting.
- Proposal
- say on pay
- Outcome
- failed
- Meeting
- 2023-06-08
Exact text from the filing
Proposal 3: Non-Binding Advisory Vote of the 2022 Compensation Paid to the Named Executive Officers The non-binding advisory resolution on 2022 executive compensation was not approved: Shares Voted For Shares Against Shares Abstaining Broker Non-Votes 22,817,147 26,139,549 69,052 5,850,472
View on SEC.gov
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