{"schema_version":"secwatch.filing_event.v1","accession":"0000899751-23-000048","form_type":"8-K","ticker":"TWI","cik":"0000899751","company_name":"TITAN INTERNATIONAL INC","filed_at":"2023-06-13T23:59:59+00:00","discovered_at":"2026-05-14T18:03:42.731445+00:00","generated_at":"2026-06-14T02:33:10.423868+00:00","sec_items":["5.07"],"event_type":"other_material","sentiment":"negative","materiality_score":0.65,"calibrated_materiality_score":0.15,"confidence":"high","headline":"Titan International shareholders reject 2022 executive compensation in advisory vote; CFO to explain plan","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0000899751-23-000048","json":"https://secwatch.observer/filing/0000899751-23-000048.json","markdown":"https://secwatch.observer/filing/0000899751-23-000048.md","text":"https://secwatch.observer/filing/0000899751-23-000048.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/899751/000089975123000048/0000899751-23-000048-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/899751/000089975123000048/twi-20230608.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-14T02:33:10.423868+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"557221e8a20bc6da20dda902cea9062936929c0a","claim":"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.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/899751/000089975123000048/0000899751-23-000048-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-08"}],"fact_type":"shareholder_vote"},{"claim_id":"9f005fc3725c494f67ee5586348bc7e8b97bc541","claim":"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.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/899751/000089975123000048/0000899751-23-000048-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay frequency"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-08"}],"fact_type":"shareholder_vote"},{"claim_id":"b18825e9930c91ce9fcf7a8d23ddd81ad625b4b0","claim":"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.","evidence_excerpt":"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 —","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/899751/000089975123000048/0000899751-23-000048-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-08"}],"fact_type":"shareholder_vote"},{"claim_id":"c8ac92fc9897c63b05c89e3da8cf3346e1580374","claim":"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.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/899751/000089975123000048/0000899751-23-000048-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"failed"},{"label":"Meeting","value":"2023-06-08"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}