form8k.htm  


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):  May 16, 2013



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 May 16, 2013, Titan International, Inc. (Titan) held its Annual Meeting of Stockholders (Annual Meeting) for the purposes of:
 
·  
Electing Maurice M. Taylor Jr. as director to serve for a three-year term.
 
·  
Ratifying the appointment of Grant Thornton LLP as the independent registered public accounting firm for 2013.
 
·  
Approving the Titan International, Inc. Executive Short-Term Incentive Plan.
 
·  
Approving a non-binding advisory resolution on executive compensation.

Of the 53,514,431 shares of Titan common stock outstanding on the record date, there were a total of 45,580,136 shares of Titan common stock (or 85.17% of total shares outstanding) represented at the Annual Meeting.

Maurice M. Taylor Jr. was elected as director with the following vote:

 
Shares
Shares
Broker
 
Voted For
Withheld
Non-Votes
Maurice M. Taylor Jr.
36,289,021
2,066,535
 7,224,580

The following were directors at the time of the annual meeting and continue serving their term as Titan directors:
Erwin H. Billig, Richard M. Cashin Jr., Albert J. Febbo, Anthony L. Soave, and Mitchell I. Quain.

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
44,832,142
 596,786
 151,208

The Titan International, Inc. Executive Short-Term Incentive Plan was approved by the following vote:
Shares
Shares
Shares
Broker
Voted For
Against
Abstaining
Non-Votes
35,869,321
2,400,445
 85,790
7,224,580

The non-binding advisory resolution on executive compensation was approved by the following vote:
Shares
Shares
Shares
Broker
Voted For
Against
Abstaining
Non-Votes
20,334,362
17,921,231
 99,963
 7,224,580
 
 
 

 
 
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: 
May 20, 2013
By
/s/ PAUL G. REITZ
     
Paul G. Reitz
     
Chief Financial Officer
     
(Principal Financial Officer)