Form 8-K/A - Current report: [Amend]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

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 8, 2023

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, including 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 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 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

EXPLANATORY NOTE

This Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K of Titan International, Inc. (the “Company”) filed with the U.S. Securities and Exchange Commission on June 13, 2023 (the “Initial 8-K”). The sole purpose of this Amendment is to update the disclosure under “Item 5.07 Submission of Matters to a Vote of Security Holders” of the Initial 8-K to disclose the Company’s decision regarding whether advisory votes on the compensation of the Company’s named executive officers should be held every one, two or three years (the “Say-on-Frequency Proposal”). No other changes have been made to the Initial 8-K.

Item 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

As reported in the Initial 8-K, in an advisory vote held at the Company’s annual meeting on June 8, 2023, the option of “1 Year” received the highest number of votes cast by stockholders on the Say-on-Frequency Proposal. As a result of the vote, the Company will hold a stockholder advisory vote on the compensation of the Company’s named executive officers each year. The Board may re-evaluate this determination after the next Say-on-Frequency Proposal, which will be held no later than the 2029 Annual Meeting of Stockholders.

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:

February 28, 2024

By:

/s/ MICHAEL G. TROYANOVICH

Michael G. Troyanovich

Secretary and General Counsel

8-K Document and Entity Information Document	Jun. 08, 2023
Document Information [Line Items]
Document Type	8-K/A
Document Period End Date	Jun. 08, 2023
Entity Registrant Name	TITAN INTERNATIONAL, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	1-12936
Entity Tax Identification Number	36-3228472
Entity Address, Address Line One	1525 Kautz Road, Suite 600
Entity Address, City or Town	West Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60185
City Area Code	(630)
Local Phone Number	377-0486
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common stock, $0.0001 par value
Trading Symbol	TWI
Security Exchange Name	NYSE
Entity Central Index Key	0000899751
Amendment Flag	false