Titan Machinery Inc.
For the period ended Jun 8, 2026. Filed Jun 9, 2026.
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A notice of a major event between regular reports, such as results, a deal or a change of executives. It is often the first formal record of the news.
Jun 8, 2026 · Filed Jun 9, 2026
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Contents
Not Applicable
(Former Name or Former Address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.00001 par value per share | TITN | The Nasdaq Stock Market LLC |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation 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 a 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. o
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting was held on June 8, 2026. The votes cast with respect to each item of business properly presented at the meeting are as follows:
Proposal No. 1 — The stockholders elected the following Class I nominees to the Board of Directors for a three-year term.
| For | Withheld | Broker Non-Votes | |
|---|---|---|---|
| Tony Christianson | 19,601,171 | 862,080 | 1,104,739 |
| Christine Hamilton | 17,045,392 | 3,417,859 | 1,104,739 |
| Bryan Knutson | 20,180,084 | 283,167 | 1,104,739 |
Proposal No. 2 — The stockholders adopted the non-binding resolution approving the compensation of the Company’s Named Executive Officers as described in the Company’s 2026 Proxy Statement.
| For | Against | Abstained | Broker Non-Votes |
|---|---|---|---|
| 19,510,725 | 944,273 | 8,253 | 1,104,739 |
Proposal No. 3 —The stockholders ratified the appointment of Deloitte & Touche LLP as the Company's Registered Independent Public Accounting Firm for the fiscal year ended January 31, 2027.
| For | Against | Abstained | Broker Non-Votes |
|---|---|---|---|
| 21,553,008 | 12,950 | 2,032 | - |
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