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): June 1, 2012
TITAN MACHINERY INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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001-33866 |
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45-0357838 |
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(Commission File Number) |
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(IRS Employer |
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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 5.07 Submission of Matters to a Vote of Security Holders.
The 2012 Annual Meeting of Stockholders of Titan Machinery Inc. (the “Company”) was held on June 1, 2012. The votes cast with respect to each item of business properly presented at the meeting are as follows:
Proposal No. 1 — The stockholders elected each of the two Class II nominees to the Board of Directors for a three-year term.
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For |
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Withheld |
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Broker Non- |
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Peter Christianson |
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15,899,966 |
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847,489 |
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2,098,563 |
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James Williams |
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14,062,284 |
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2,685,171 |
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2,098,563 |
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Proposal No. 2 — The stockholders ratified the appointment of Eide Bailly LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2013.
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For |
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18,704,780 |
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Against |
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54,579 |
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Abstain |
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86,659 |
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Broker Non-Vote |
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N/A |
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Proposal No. 3 — The stockholders adopted the non-binding resolution approving the compensation of the Company’s Named Executive Officers as described in the Company’s 2012 Proxy Statement.
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For |
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16,205,180 |
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Against |
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400,256 |
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Abstain |
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142,019 |
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Broker Non-Vote |
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2,098,563 |
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Proposal No. 4 — The stockholders approved an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock to 45,000,000.
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For |
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16,994,964 |
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Against |
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1,760,058 |
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Abstain |
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85,390 |
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Broker Non-Vote |
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5,606 |
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