Item 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On June 8, 2023, Titan International, Inc. (Titan or the Company) held its Annual Meeting of Stockholders (Annual Meeting) to consider and act upon the following matters:
•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.
•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.
•Approval, in a non-binding advisory vote, of the 2022 compensation paid to the Company's named executive officers.
•Approval, in a non-binding advisory vote, of the frequency of future advisory votes on compensation paid to the Company's named executive officers.
Of the 63,127,418 shares of Titan common stock outstanding on the record date, there were a total of 54,876,220 shares of Titan common stock (or 86.92% of total shares outstanding) represented, in person or by proxy, at the Annual Meeting.
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 | |
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 | | — | |
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 | |
During the Annual Shareholders Meeting the Chairman of the Board, Maurice M. Taylor, Jr. stated that in the next ninety (90) days Titan’s CFO will take the previously approved compensation plan and explain the factors that determine executive compensation. Titan will furnish the top 40 shareholder’s with the plan and will simultaneously post the plan on the website for all shareholders’ review.
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 | |