Titan International Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect 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.

2. 2

   Ratification of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the selection of BDO USA P.C. as the Company's independent registered public accounting firm to audit the consolidated financial statements for the year ending December 31, 2026.

3. 3

   Approval, in a Non-Binding Advisory Vote, of the Compensation Paid to the Named Executive Officers (Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation paid to the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis and compensation tables of this Proxy Statement.

   More detail

   This management proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s executive compensation as disclosed in the proxy (the ‘‘say-on-pay’’ vote). Management seeks shareholder approval to affirm the Compensation Committee’s 2025 pay decisions, which the Committee designed to attract, retain and motivate executives through a mix of base salary, annual cash bonuses tied to Adjusted EBITDA and individual objectives, and multi-year restricted stock unit awards. The proposal is explicitly advisory; however, the Board and Compensation Committee state they will review and consider the vote’s outcome when making future compensation decisions, reflecting responsiveness to investor feedback and governance best practices. Contextually, Titan emphasizes its pay-for-performance alignment, noting the use of Adjusted EBITDA and cash flow metrics, shareholder outreach, and a peer group analysis when setting compensation, while also highlighting cyclical industry dynamics that influenced plan targets and payouts. Management frames the compensation program as calibrated to maximize stockholder value by balancing fixed and variable pay and by linking a meaningful portion of executive compensation to company performance. The Board recommends a FOR vote, arguing the program is competitive, consistent with the Company’s objectives and has been refined in response to investor engagement and disclosure improvements. Opposing considerations for investors may include the advisory (non-binding) nature of the vote, potential misalignment perceptions due to the CEO’s total pay percentile positioning, and the magnitude of equity awards granted in March 2025; investors assessing the proposal should weigh disclosed pay outcomes, the Company’s stated performance metrics (especially Adjusted EBITDA), and change-in-control and severance arrangements disclosed for named executives. Given the Company’s explicit use of retrospective ‘‘look-back’’ assessments for annual awards and its stated intention to consider shareholder feedback, the practical consequence of a significant negative vote would likely prompt enhanced dialogue and potential adjustments by the Compensation Committee rather than immediate contractual changes. Overall, the proposal centers on validating the Compensation Committee’s governance of executive pay in a cyclical industry environment where performance metrics and investor communications are central to assessing pay-for-performance alignment.

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When is the Titan International Inc 2026 annual meeting?

Titan International Inc (TWI) holds its 2026 annual shareholder meeting on Thursday, June 18, 2026.

What is the record date for the Titan International Inc 2026 meeting?

The record date for the Titan International Inc 2026 meeting is Wednesday, April 22, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Titan International Inc's 2026 meeting?

The board is presenting 7 director nominees at the Titan International Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Titan International Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Titan International Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.