twi-20260618
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): June 18, 2026
TITAN INTERNATIONAL, INC.
(Exact name of Registrant as specified in its Charter)
| Delaware | 1-12936 | 36-3228472 | ||||||
| (State of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
1525 Kautz Road, Suite 600, West Chicago, IL 60185
(Address of principal executive offices) (Zip Code)
(630) 377-0486
(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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
| Common stock, $0.0001 par value | TWI | New York Stock Exchange | ||||||
Item 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On June 18, 2026, 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 for one-year terms and until their successors are elected and qualified.
•Ratification of the selection of BDO USA P.C. 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, 2026.
•Approval, in a non-binding advisory vote, of the 2025 compensation paid to the Company's named executive officers.
Of the 64,371,960 shares of Titan common stock outstanding on the record date, there were a total of 52,036,730 shares of Titan common stock (or 80.83% 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. Cashin, 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. | 44,068,840 | 2,216,525 | 5,751,365 | ||||||||
| Max A. Guinn | 40,269,790 | 6,015,575 | 5,751,365 | ||||||||
| Mark H. Rachesky, MD | 41,892,637 | 4,392,728 | 5,751,365 | ||||||||
| Paul G. Reitz | 42,391,804 | 3,893,561 | 5,751,365 | ||||||||
| Anthony L. Soave | 44,465,699 | 1,819,666 | 5,751,365 | ||||||||
| Maurice M. Taylor, Jr. | 42,483,225 | 3,802,140 | 5,751,365 | ||||||||
| Laura K. Thompson | 45,510,648 | 774,717 | 5,751,365 | ||||||||
Proposal 2: Ratification of Independent Registered Public Accounting Firm of BDO USA P.C.
The selection of BDO USA P.C. as the independent registered public accounting firm to audit the Company's financial statements for the year ending December 31, 2026 was ratified by the following vote:
| Shares Voted For | Shares Against | Shares Abstaining | Broker Non-Votes | ||||||||
| 51,744,118 | 195,441 | 97,171 | — | ||||||||
Proposal 3: Non-Binding Advisory Vote of the 2025 Compensation Paid to the Named Executive Officers
The non-binding advisory resolution on 2025 executive compensation was approved by the following vote:
| Shares Voted For | Shares Against | Shares Abstaining | Broker Non-Votes | ||||||||
| 45,170,750 | 869,022 | 245,593 | 5,751,365 | ||||||||
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: | June 22, 2026 | By: | /s/ David A. Martin | ||||||||
| David A. Martin | |||||||||||
| SVP, Chief Transformation Officer and Company Secretary | |||||||||||