TITAN INTERNATIONAL INC
For the period ended Jun 11, 2025. Filed Apr 23, 2025.
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Jun 11, 2025 · Filed Apr 23, 2025
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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 Registrantþ
Filed by a Party other than the Registranto
Check the appropriate box:
¨Preliminary Proxy Statement
¨Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ 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):
þ No fee required.
¨Fee paid previously with preliminary materials.
¨Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
| Notice of Annual Meeting of StockholdersDate:June 11, 2025Time:12:00 p.m., CDTPlace:Virtual web conferenceTitan International, Inc.1525 Kautz Road, Suite 600West Chicago, Illinois 60185 | TO TITAN STOCKHOLDERSThe Annual Meeting of Stockholders (the Annual Meeting) of Titan International, Inc., a Delaware corporation (Titan or the Company), will be conducted on Thursday, June 11, 2025, at 12:00 p.m. Central Daylight Time, via the internet through a virtual web conference at www.virtualshareholdermeeting.com/TWI2025, to consider and act upon the following matters: | |
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| Election of Richard M. Cashin Jr., Max A. Guinn, Kim A. Marvin, 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, 2025; | ||
| Approval, in a non-binding advisory vote, of the 2024 compensation paid to the Company's named executive officers; | ||
| To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. | ||
| Titan's Board of Directors has fixed the close of business on April 16, 2025, as the "record date." Only those stockholders whose names appear as holders of record of Titan common stock at the Company's close of business on April 16, 2025, are entitled to receive notice of, and to vote at, the Annual Meeting or any adjournments or postponements thereof. A copy of Titan's Annual Report, including its Form 10-K, for the year ended December 31, 2024, is being made available concurrently with the accompanying Proxy Statement to all stockholders entitled to notice of and to vote at the Annual Meeting.Whether or not you plan to participate in the meeting, every stockholder's vote is important. Stockholders can help the Company avoid unnecessary costs and delay by voting your shares as soon as possible. Stockholders of record may vote over the internet or by telephone, following the instructions in the Notice of Internet Availability of Proxy Materials that you received in the mail and the Proxy Statement, or, if you requested to receive printed proxy materials by mail, by completing, signing, dating and promptly returning your proxy card in the return envelope, which requires no postage if mailed in the United States. If you vote by telephone or internet, you do not need to mail back a proxy card. Please review the instructions on each of your voting options described in this Proxy Statement, as well as in the Notice of Internet Availability | ||
| Titan International, Inc. | / | 2025 Proxy Statement | i |
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of Proxy Materials you received in the mail. Please note that if your shares are held of record by a broker or other intermediary and you wish to vote at the Annual Meeting, you must obtain a legal proxy from that record holder. The presence, in person or by properly executed proxy, of the majority of common stock outstanding on the record date is necessary to constitute a quorum for the transaction of business at the Annual Meeting.By Order of the Board of Directors,/s/ David A. MartinDavid A. MartinSVP, Chief Financial Officer and Company Secretary
This Notice of Annual Meeting of Stockholders, Proxy Statement and form of proxy are being made available electronically and mailed on or about April 23, 2025.
| Titan International, Inc. | / | 2025 Proxy Statement | ii |
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| TABLE OF CONTENTS | |||
|---|---|---|---|
| Notice of Annual Meeting of Stockholders · i | |||
| General Matters | 1 | ||
| Voting Procedures | 2 | ||
| Business Highlights | 6 | ||
| Proposal #1 - Election of Directors | 8 | ||
| Proposal #2 - Ratification of Independent Registered Public Accounting Firm of BDO USA P.C. | 14 | ||
| Proposal #3 - Approval, in a Non-Binding Advisory Vote, of the Compensation Paid to Named Executive Officers | 15 | ||
| Other Business | 16 | ||
| Audit and Other Fees | 17 | ||
| Audit Committee Report | 19 | ||
| Compensation of Directors | 20 | ||
| Committees of the Board of Directors; Meetings | 23 | ||
| Board Leadership Structure | 25 | ||
| Director Nomination Process | 27 | ||
| Compensation Discussion and Analysis | 29 | ||
| Executive Officers | 30 | ||
| Compensation of Named Executive Officers | 31 | ||
| Compensation Committee Interlocks and Insider Participation | 41 | ||
| Compensation Committee Report | 42 | ||
| Corporate Governance | 43 | ||
| Corporate Governance - Initiatives on ESG | 45 | ||
| Security Ownership of Certain Beneficial Owners and Management | 46 | ||
| Certain Relationships and Related Party Transactions | 49 | ||
| Stockholder Proposals | 50 | ||
| Householding Information | 51 | ||
| Cost of Proxy Solicitation | 52 | ||
| Appendix A - Adjusted EBITDA1 Reconciliation | 58 | ||
| 1 | Adjusted Earnings before Interest, Taxes, Depreciation and Amortization, adjusted for impacts of unusual transactions and foreign exchange gains and losses ("Adjusted EBITDA"). | ||
| Titan International, Inc. | / | 2025 Proxy Statement | iii |
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