8-K June 2014 Annual Meeting


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 8-K
 
Current Report Pursuant to Section 13 or 15(d)
Of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): May 29, 2014
 
TITAN MACHINERY INC.
(Exact name of registrant as specified in its charter)
 
Delaware
(State or Other Jurisdiction of Incorporation)
 
001-33866
 
45-0357838
(Commission File Number)
 
(IRS Employer
 
 
Identification No.)
 
644 East Beaton Drive, West Fargo ND 58078-2648
(Address of Principal Executive Offices)  (Zip Code)
 
(701) 356-0130
(Registrant’s telephone number, including area code)
 
Not Applicable
(Former Name or Former Address, if changed since last report)
 
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:
 
o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the annual meeting of stockholders (the "Annual Meeting") of Titan Machinery Inc. (the "Company") held on May 29, 2014, the Company's stockholders approved the Titan Machinery Inc. 2014 Equity Incentive Plan (the "Plan"). The Company’s Board of Directors unanimously approved the Plan on April 8, 2014, subject to stockholder approval. A description of the Plan was set forth in the Company's 2014 Proxy Statement filed with the Securities and Exchange Commission on April 25, 2014 under the heading "Approval of 2014 Equity Incentive Plan (Proposal 4)," which description is incorporated herein by reference. Such description is qualified in its entirety by reference to the full text of the Plan, a copy of which is attached to this Form 8-K and incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.
 
The votes cast with respect to each item of business properly presented at the Annual Meeting are as follows:
 
Proposal No. 1 — The stockholders elected each of the three Class I nominees to the Board of Directors for a three-year term.
 
Votes For
Votes Withheld
Broker Non-Votes
Tony Christianson
14,987,147
1,414,251
2,668,563
James Irwin
16,000,983
400,415
2,668,563
Theodore Wright
16,074,255
327,143
2,668,563
 
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 2014 Proxy Statement.
Votes For
Votes Against
Votes Abstained
Broker Non-Votes
16,090,604
112,351
198,443
2,668,563
 
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, 2015. 
Votes For
Votes Against
Votes Abstained
Broker Non-Votes
18,981,495
71,152
17,314
0

Proposal No. 4 —The stockholders approved the Company’s 2014 Equity Incentive Plan. 
Votes For
Votes Against
Votes Abstained
Broker Non-Votes
16,133,443
246,467
21,488
2,668,563







Item 9.01                                           Financial Statements and Exhibits.
  
(d)           Exhibits: 

10.1    Titan Machinery Inc. 2014 Equity Incentive Plan.





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.
 
Dated:  June 3, 2014
 
 
 
 
TITAN MACHINERY INC.
 
 
 
 
 
 
 
 
 
 
By
/s/ Mark Kalvoda
 
 
 
Mark Kalvoda
 
 
 
Chief Financial Officer





UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549
 
EXHIBIT INDEX
to
FORM 8-K
 
TITAN MACHINERY INC.
 
Date of Report:
Commission File No.:
May 29, 2014
001-33866
 
Exhibit No.
 
ITEM
 
 
 
10.1

 
Titan Machinery Inc. 2014 Equity Incentive Plan.