Item 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On June 11, 2025, 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, 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.
Of the 63,704,208 shares of Titan common stock outstanding on the record date, there were a total of 55,870,802 shares of Titan common stock (or 87.70% 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, Mr. Marvin, 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:
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Shares Voted For
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Shares Withheld
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Broker Non-Votes
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Richard M. Cashin Jr.
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46,485,050
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3,373,276
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6,012,476
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Max A. Guinn
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36,550,206
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13,308,120
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6,012,476
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Kim A. Marvin
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48,274,414
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1,583,912
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6,012,476
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Mark H. Rachesky, MD
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47,991,242
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1,867,084
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6,012,476
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Paul G. Reitz
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49,163,000
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695,326
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6,012,476
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Anthony L. Soave
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46,815,500
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3,042,826
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6,012,476
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Maurice M. Taylor, Jr.
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48,372,512
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1,485,814
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6,012,476
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Laura K. Thompson
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48,227,188
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1,631,138
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6,012,476
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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, 2025 was ratified by the following vote:
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Shares Voted For
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Shares Against
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Shares Abstaining
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Broker Non-Votes
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55,232,666
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548,983
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89,153
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-
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Proposal 3: Non-Binding Advisory Vote of the 2024 Compensation Paid to the Named Executive Officers
The non-binding advisory resolution on 2024 executive compensation was approved by the following vote:
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Shares Voted For
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Shares Against
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Shares Abstaining
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Broker Non-Votes
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45,584,678
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4,222,766
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50,882
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6,012,476
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