Titan Machinery shareholders back board, pay, auditor

Titan Machinery Inc. reported the results of its annual shareholder meeting held on June 8, 2026.

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Form Type

8-K

Rhea-AI Filing Summary

Titan Machinery Inc. reported the results of its annual shareholder meeting held on June 8, 2026. Stockholders elected Class I directors Tony Christianson, Christine Hamilton, and Bryan Knutson to new three-year terms, each receiving strong majority support despite some withheld votes.

Shareholders also approved, on a non-binding basis, the compensation of the company’s named executive officers, with 19,510,725 votes in favor versus 944,273 against. In addition, they ratified Deloitte & Touche LLP as the registered independent public accounting firm for the fiscal year ending January 31, 2027, with overwhelming support and minimal opposition.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for Christianson: 19,601,171 votes Votes for Hamilton: 17,045,392 votes Votes for Knutson: 20,180,084 votes +4 more

7 metrics

Votes for Christianson 19,601,171 votes Election of Class I director at 2026 annual meeting

Votes for Hamilton 17,045,392 votes Election of Class I director at 2026 annual meeting

Votes for Knutson 20,180,084 votes Election of Class I director at 2026 annual meeting

Say-on-pay support 19,510,725 votes for Advisory vote on named executive officer compensation

Say-on-pay opposition 944,273 votes against Advisory vote on named executive officer compensation

Auditor ratification votes for 21,553,008 votes Ratification of Deloitte & Touche LLP for FY ending Jan 31, 2027

Auditor ratification votes against 12,950 votes Ratification of Deloitte & Touche LLP

Key Terms

Broker Non-Votes, non-binding resolution, Named Executive Officers, Registered Independent Public Accounting Firm, +1 more

5 terms

Broker Non-Votes financial

"For | Withheld | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

non-binding resolution regulatory

"The stockholders adopted the non-binding resolution approving the compensation"

A non-binding resolution is a formal vote or statement expressing the board’s or shareholders’ opinion or recommendation without creating a legal obligation to act. It matters to investors because it signals management or shareholder intent and can change expectations, influence market sentiment, and often precede concrete, binding actions—like a committee’s public suggestion that guides future decisions but doesn’t force them.

Named Executive Officers financial

"approving the compensation of the Company’s Named Executive Officers"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

Registered Independent Public Accounting Firm regulatory

"ratified the appointment of Deloitte & Touche LLP as the Company's Registered Independent Public Accounting Firm"

Emerging growth company regulatory

"Emerging growth company o"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Titan Machinery (TITN) shareholders decide at the 2026 annual meeting?

Shareholders elected three Class I directors, approved executive compensation in an advisory vote, and ratified Deloitte & Touche LLP as auditor for the fiscal year ending January 31, 2027, all with strong majority support and limited opposition.

Which directors were elected to Titan Machinery (TITN)’s board in 2026?

Stockholders elected Tony Christianson, Christine Hamilton, and Bryan Knutson as Class I directors for three-year terms. Each nominee received substantially more votes “For” than “Withheld,” indicating broad shareholder backing for the existing board slate.

How did Titan Machinery (TITN) shareholders vote on executive compensation?

Shareholders approved the non-binding “say-on-pay” resolution, with 19,510,725 votes in favor, 944,273 against, and 8,253 abstentions. This outcome indicates overall support for the compensation program described in the company’s 2026 proxy statement.

Who is Titan Machinery (TITN)’s auditor for the fiscal year ending January 31, 2027?

Shareholders ratified Deloitte & Touche LLP as the registered independent public accounting firm, with 21,553,008 votes “For,” 12,950 “Against,” and 2,032 abstentions, showing very strong backing for the auditor’s continued engagement.

Were there significant broker non-votes at Titan Machinery (TITN)’s 2026 meeting?

Broker non-votes totaled 1,104,739 on the director elections and the advisory executive compensation vote, but there were no broker non-votes on the auditor ratification proposal, where brokers typically have discretionary voting authority.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

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Accepted by SEC EDGAR 06/09/2026 - 11:16 AM EDT

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 8, 2026

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)

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	-

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 9, 2026


									TITAN MACHINERY INC.


						By			/s/ Robert Larsen
									Robert Larsen
									Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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