Independent
Tenure on this board
23.5 yrs
Meeting calendar
TITN · Annual meeting · Monday, June 8, 2026
Titan Machinery Inc
3 nominees · 3 ballot items.
Elect three Class I directors; advisory approval of named executive officer compensation; ratify Deloitte & Touche LLP as independent auditors for fiscal 2027.
Market cap
$442M
1Y TSR
-2.9%
Board grade
C-
Record date
Apr 10, 2026
Filing
DEF 14A
Meeting concluded · Jun 8, 2026
Follow how the vote landed and what changed on Titan Machinery Inc’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
Proposals
On the ballot3
- 1
Election of Three Class I Directors for a Three-Year Term
ManagementBoard: FORElect three Class I directors—Tony Christianson, Christine Hamilton, and Bryan Knutson—to serve three-year terms until the 2029 Annual Meeting.
- 2
Advisory Vote to Approve the Compensation of our Named Executive Officers (Say-on-Pay
ManagementBoard: FORNon-binding advisory vote to approve compensation of the named executive officers as disclosed in the proxy.
More detail
This management proposal seeks a non-binding, advisory approval (say-on-pay) of the compensation paid to the Company’s named executive officers for fiscal 2026, as detailed in the Compensation Discussion and Analysis and related disclosure. The Board and Compensation Committee are asking shareholders to endorse their executive pay decisions, which include a mix of base salary, annual performance cash bonuses tied to Adjusted Pre-Tax Income, Return on Assets, and Total Revenue, and long-term equity awards (restricted stock) designed to align management and shareholder interests. Management emphasizes that the program promotes pay-for-performance, retention, and alignment with stockholders, and notes prior shareholder support (91.58% approval in 2025). The vote is advisory only and not binding, but the Board will consider the result when setting future compensation. The rationale includes benchmarking to peers, clawback and anti-hedging policies, and stock ownership guidelines; potential governance context includes the CEO transition in 2024 and executive employment agreements with severance/change-in-control provisions. The Board recommends voting FOR the proposal, citing alignment of compensation with performance and governance safeguards; shareholders choosing to vote against may be signaling disagreement with pay levels, incentive structures, or specific awards, which could prompt engagement or adjustments in future compensation design.
- 3
Ratification of Independent Registered Public Accounting Firm (Deloitte & Touche LLP
ManagementBoard: FORRatify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year ending January 31, 2027.
Director elections
Nominees on the ballot3
Independent
Tenure on this board
8.4 yrs
Not independent
Tenure on this board
2.5 yrs
Ownership
Latest 13F quarterTop institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd. | 9.6% | 2,239,233 | $37M |
| 2 | Nantahala Capital Management, LLC | 5.4% | 1,254,520 | $21M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 4.5% | 1,056,718 | $18M |
| 4 | ROYCE ASSOCIATES LP | 3.9% | 914,394 | $15M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.9% | 899,101 | $15M |
| 6 | First Eagle Investment Management, LLC | 3.4% | 801,199 | $13M |
| 7 | BlackRock, Inc. | 3.4% | 794,179 | $13M |
| 8 | WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC | 3.2% | 737,258 | $12M |
| 9 | JANUS HENDERSON GROUP PLC | 3.1% | 719,639 | $12M |
| 10 | Stephens Investment Management Group LLC | 2.9% | 680,469 | $11M |
Peers
Nearest market capOther Industrials sector meetings6
Upcoming shareholder meetings at Titan Machinery Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.
Columbus Mckinnon CorpCMCO
Annual meeting·Aug 14, 2026·$426M
D Boral Arc Acquisition I CorpBCAR
Special meeting·Jul 29, 2026·$421M
M3-brigade Acquisition V CorpMBAV
Special meeting·Jul 17, 2026·$391M
Inflection Point Acquisition Corp IIIIPCX
Special meeting·Jul 29, 2026·$359M
Capstone Energy Plus IncCEPL
Annual meeting·Aug 20, 2026·$338M
Perma Fix Environmental Services IncPESI
Annual meeting·Jul 22, 2026·$285M
Reference
Frequently asked questions
- When is the Titan Machinery Inc 2026 annual meeting?
- Titan Machinery Inc (TITN) holds its 2026 annual shareholder meeting on Monday, June 8, 2026.
- What is the record date for the Titan Machinery Inc 2026 meeting?
- The record date for the Titan Machinery Inc 2026 meeting is Friday, April 10, 2026. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for Titan Machinery Inc's 2026 meeting?
- The board is presenting 3 director nominees at the Titan Machinery Inc 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the Titan Machinery Inc 2026 meeting?
- Shareholders will vote on 3 proposals at the Titan Machinery Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.
Disclaimer
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.