Titan International Proxy Statement Filed

TL;DR

TWI filed its proxy statement for the annual meeting - shareholders vote on exec pay & company proposals.

AI Summary

Titan International, Inc. (TWI) filed a Definitive Proxy Statement (DEFA14A) on June 4, 2024, related to its annual meeting. The filing details the company's governance, executive compensation, and proposals to be voted on by shareholders. Key information includes the company's fiscal year end of December 31 and its principal business address in Quincy, Illinois.

Why It Matters

This filing provides shareholders with crucial information to make informed voting decisions on company matters, including executive compensation and corporate governance.

Risk Assessment

Risk Level: low — This is a routine regulatory filing (DEFA14A) that provides information to shareholders and does not inherently represent a new risk to the company.

Key Players & Entities

• TITAN INTERNATIONAL INC (company) — Registrant
• 0000899751-24-000063 (filing_id) — Accession Number
• 20240604 (date) — Filing Date
• 2701 SPRUCE ST QUINCY IL 62301 (address) — Business Address
• TITAN WHEEL INTERNATIONAL INC (company) — Former Company Name

FAQ

Filing Documents

• twidefinitiveproxystatemen.htm (DEFA14A) — 17KB
• 0000899751-24-000063.txt ( ) — 18KB

From the Filing

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant o Check the appropriate box Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 Titan International, Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box) No fee required. Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1) Title of each class of securities to which transaction applies ______________________________________________________________________________________ 2) Aggregate number of securities to which transaction applies ______________________________________________________________________________________ 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined) ______________________________________________________________________________________ 4) Proposed maximum aggregate value of transaction. ______________________________________________________________________________________ 5) Total fee paid ______________________________________________________________________________________ Fee paid previously with preliminary materials. Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid ______________________________________________________________________________________ 2) Form, Schedule or Registration Statement No. ______________________________________________________________________________________ 3) Filing Party ______________________________________________________________________________________ 4) Date Filed ______________________________________________________________________________________ In light of the recent ISS report on the Company's responsiveness to low Say on Pay and Director votes, the Board of Directors take exception to the conclusions made and wishes to set the record straight and hopes to receive a revised recommendation in support of the Board and Say on Pay. It is important for stockholders to pay attention to details of disclosures in this year's proxy statement regarding executive compensation. To restate what was written in the proxy statement, in 2023, as part of the Company's ongoing investor relations program, the Company's management sought further direct feedback regarding ongoing executive compensation matters and reasons for the low support on Say on Pay and Director votes in 2023 and prior years. Approximately 30% of stockholder base was reached as part of this program. In addition, the Company sought feedback from stockholder advisory groups in the same period. The consensus conclusion was that more disclosure on incentive compensation targets and achievement was needed and that had the largest impact on support from stockholders. Again, based on direct shareholder feedback, as well as the analysis made by ISS, there doesn't appear to be any misalignment in executive pay practices, but lack of past disclosure may have led stockholders to conclude differently. Management and the Compensation Committee of the Board of Directors took this feedback seriously and took actions regarding the concerns with clarity on executive compensation programs and we have included additional disclosures in this year's proxy statement. Further, based on our discussions with shareholders, there didn't seem to be any issues with any individual directors, particularly the Compensation Committee chairman and its members. The Board believes shareholder concerns were remedied with this year's responsive disclosures in the proxy statement. In fact, Glass Lewis recently recommended to vote "For" Say on Pay due to the responsiveness of the Board and additional disclosures and also gave TWI an "A" grade on pay for performance further demonstrating that the structure of our pay programs has not been a concern. Therefore, we continue to urge stockholders to vote in favor of each of our directors and say on pay. We always appreciate our stockholders' views and ongoing support.

View Full Filing

View this DEFA14A filing on SEC EDGAR