TITAN Asks Shareholders To Appoint Resigning CoFounder To Vote Shares

Titan Machinery filed a DEF 14 A proxy with the Securities and Exchange Commission on May 7,2015 requesting shareholders to appoint Peter Christenson to vote their shares in the form of a proxy card at the June 4,2015 shareholder meeting.

Proxy were then sent to shareholders.

On May 11,2015 an 8K was filed with SEC disclosing that Co Founder, Peter Christianson, would be stepping down as president of the company at the shareholder meeting and he will no longer be a member of the board of directors.

President Christianson told a reporter earlier this month that he would not be able to comment on "why" he is stepping down nor  "who" would be replacing him because the company is in a "quiet period" until 1st quarter financials get released on May 28,2015 at which time the company would comment.

May 28, TITAN REPORTED a Q1 loss of ($0.29) eps but never made mention of who new president will be or any explanation as to why Christianson was stepping down.

ON May 7th the company disclosed that Christianson would be president and after proxy was filed, he announced his resignation.

There is no disclosure stating that the DEF 14 A proxy has changed and not sure how shareholders woill be informed of the changes.

Titan Machinery still has not filed a 10Q with the SEC for Q1. Although numbers have been released it is important for 10Q disclosure to be released because the company has included 4 footnotes in each of its last 4 consecutive filings with Amendments to a $150 million convertible indenture with Wells Fargo.

TITAN did file 9 form 4s with the SEC this afternoon granting the 9 directors with 88,000 shares of stock as a reward for the company losing $31 million for its most recent FY2015 year ending January 31,2015.

Thursday, May 21, 2015

Will Securities and Exchange Commission Comment On Another Titan Proxy?

Friday, May 29, 2015

CoFounder Resigns as President Without Any Replacement In Sight

 

Wednesday, May 27, 2015

TITAN MISSED FY2015 EPS GUIDANCE BY $62 Million

 

Tuesday, May 12, 2015

Titan Machinery President to Step Down and Resign as Director

 

Will Securities and Exchange Commission Comment On Another Titan Proxy?

In 2013 the Securities and Exchange Commission Division of Corporate Finance sent Titan Machinery Comment letters regarding the company's DEF 14 A proxy statement and also sent comment letters regarding 2 other 2013 separate company filings. (each comment letter with Titan's responses can be found below).

• DEF 14 A Proxy
• Resignation of Auditor
• FY2013 10K

 One Month After Shareholders Vote on 8 Board Seats, Management decides to Add A 9th With No Vote

In June 2014 Titan Machinery shareholder meeting listed 8 directors.
On July 15,2014 Management added a 9th director seat and appointed a new director without a shareholder vote.
In May 2015 the New DEF 14 A Proxy removed the 9th board seat and returned to 8 directors.
I wonder if the 9th director was added to merely vote for the removal of PC as president/director?

Vote Required     Under applicable Delaware law, the election of each nominee requires the affirmative vote by a plurality of the voting power of the shares present and entitled to vote on the election of directors at the Annual Meeting at which a quorum is present.

Thursday May 7,2015, Titan Machinery (NASDAQ: TITN) filed a DEF 14 A Proxy .
4 Days later.......
On Monday May 11th Titan filed an 8K after the close, disclosing that the President of the Company, who is also listed as a founder, would no longer be president and will also step down from being a member of the board of directors. There has been no comment at this time from the management of Titan nor any information in the press regarding this dramatic and sudden change.

What's the BIG DEAL? 
The big deal here is that on March 9,2015 Titan included in an 8K filing that outside director James Williams was retiring and would not stand for reelection. But Titan didn't disclose that the president wouldn't stand for reelection until four days after the DEF 14 A was filed with the SEC.

March 9,2015 8K

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On March 5, 2015, James Williams informed the Board of Directors (the “Board”) of the Company that he will retire at the end of his current term and therefore will not stand for reelection to the Board at the Company’s 2015 Annual Meeting of Stockholders, scheduled to be held June 4, 2015. Mr. Williams' decision not to stand for reelection is the result of his retirement and is not related to any disagreement with the Company’s operations, policies or practices.

May 7,2015 DEF 14 A Proxy .
May 11,2015 8K

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 11, 2015, Titan Machinery Inc. (the “Company”) and Peter Christianson entered into a Services Agreement (the “Agreement”) to provide the terms of Mr. Christianson’s continued service to the Company. Under the terms of the Agreement, Mr. Christianson will conclude his term as President of the Company, and will assume the position of Chairman of International Operations, with his job duties focused on the Company’s international operations, effective as of the Company’s 2015 Annual Meeting, which will be held on June 4, 2015 (the “Annual Meeting”). Mr. Christianson will continue leading the Company’s International segment through the end of the 2016 fiscal year. Following the end of the 2016 fiscal year, Mr. Christianson will serve the Company in a consulting role.

The Agreement provides that upon his transition to a consulting role Mr. Christianson will be paid an annual fee equal to the annual base salary stated in his March 6, 2013, employment agreement for a term of three years, which amount will continue to be paid for the remainder of such term if the Agreement is terminated by the Company without Cause or by Mr. Christianson with Good Reason (each term as defined in the Agreement). Mr. Christianson will also participate in the Company’s medical and dental plans two years following his transition to consulting status. Mr. Christianson will not be entitled to other items of compensation that he is currently entitled to, including incentive compensation and other employee benefits available to Company employees. The terms of Mr. Christianson’s unvested stock option, restricted stock, and restricted stock units awards will be amended to provide that they will continue to vest on their current terms, provided that Mr. Christianson complies with the restrictive covenants contained in his employment agreement as in effect immediately prior to the execution of the Agreement.

Mr. Christianson will also conclude his service on our Board of Directors at the end of his current term, which expires on the date of the 2015 Annual Meeting.

MAY 12,2015 Titan Machinery President to Step Down and Resign as Director (this link includes related party transactions and suspicous trading in the stock)

 Will the company need to file an updated DEF 14 A with the SEC prior to this June 2015 shareholder meeting so that all the investors will have full disclosure of this new change?



2013 Securities and Exchange Division of Corporate Finance Comment Letters
On April 24,2013 Titan Machinery filed a DEF 14 A proxy statement with the Securities and Exchange Commission. By the end of 2013 The Securities and Exchange Commission Division of Corporate Finance made the following Comments to Titan Machinery:

• Titan Machinery Inc.
  Form 10-K for the Fiscal Year Ended January
  31, 2013 Filed April 10, 2013
  Definitive Proxy Statement on Schedule 14A
  Filed April 24, 2013
  File No. 001-33866 
  
  
  Titan Machinery Responds to SEC Comments December 20,2013
  • Filed with SEC 
   
•  Securities and Exchange Commission Review of Comments on December 30,2013 

Auditors

•  Securities and Exchange Commission Comment Letter to Titan Machinery Regarding Dismissal of Auditor on July 8,2013

• SEC response to amended 8-K regarding Auditor change 

Thursday, April 25, 2013

Most OverPriced Stock Titan Machinery Files Proxy Statement

updated and edited typos at 10:52pm est.  

Yahoo Message Board Won't Allow This Post

Every so often I read the Yahoo Finance message board on different stocks that I am following.
A handful of times over the years I have even posted my own comment under certain tickers.

A month ago I posted a comment in the message board for Titan Machinery regarding their bond disclosure and weak fundamentals and after 1 day the post was removed by the administrator.

Yesterday I added another comment to the Yahoo message under the Titan ticker and it was removed by last night. I didn't save the previous comment that I made a month ago, but I did save the comment that I posted yesterday.

April 20,2015 MY post that was removed on the yahoo message board under ticker TITN

The Definitive 14A proxy statement will be filed any day now. There you will find more disclosure than what is in the annual report.
Also Agricredit and Wells Fargo both reduced their available Floorplan lines of credit to TITN by a total of $100 million.  SO they will have less borrowing power in future.
With so much less inventory it will be harder for them to produce sales. They are already simply a reseller and are finding it nearly impossible to compete with the manufacturers CAT , DE and CNHI.
Also, don't lose track that this is just an all around horrible business.
ON $1.9 billion in sales the income from operations was $723,000.
 0.00038% operation income/total revenue) how horrible can you get?

Prior years they only paid interest on approx 50% of inventory now they pay interest on nearly 75%

the list goes on and on....the tricks wells fargo plays with the covenant amendments is out of hand. 6 amendments. 4 in last 12 months. Bondholders who sold those bonds under $70 must be fuming. Had those bondholders known that WFC was going to amend covenants after company was non-compliant they may not have sold so low.

last time i wrote a message like this it was flagged and deleted. I'll save this one and post it somewhere else just in case the yahoo police flag it again.

Friday Morning 6K From Stratasys (With A Twist)

Didn't Fidelity have to file an amended SC 13G being that they own over 5% of shares outstanding?

 When Did Fidelity Reduce their percentage ownership by 29%?

On February 14,2013 ( Fidelity Management & Research Company ("Fidelity") FMR filed a SC 13G with the Securites & Exchange Commission.disclosing it owned:

•  (a)     Amount Beneficially Owned:      2,758,771
  
          (b)     Percent of Class:       6.728%

On March 7,2013 Stratasys Filed an Annual Report with the Securities & Exchange Commission (20F) disclosing Fidelity owned the same amount 2,758,771 (6.73%)

•  

  Beneficial Owner			Ordinary Shares					within 60 Days			Ownership			Ownership
  	Samson Capital, LLC (1)			4,267,647		(2)			--			4,267,647			11.12	%
  	Roy J. Zuckerberg			4,831,887		(3)			--			4,831,887			12.59	%
  	Elchanan Jaglom			4,793,485		(4)			--			4,793,485			12.49	%
  	AGM Holding BV (5)			2,981,336		(6)			--			2,981,336			7.77	%
  	Philippe J. Setton			2,728,518		(7)			--			2,728,518			7.11	%
  	FMR LLC (8)			2,758,771		(9)			--			2,758,771			6.73	%

•  

  (9)

  Represents shares beneficially owned as of December 31, 2012, as indicated on the report of beneficial ownership on Schedule 13G filed on February 14, 2013, by FMR LLC on behalf of FMR LLC and Edward C. Johnson 3d. Consists of (i) 2,662,231 shares as to which Fidelity Management & Research Company, a wholly-owned subsidiary of FMR LLC and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, is the beneficial owner, (ii) 96,540 shares as to which Pyramis Global Advisors Trust Company, an indirect wholly-owned subsidiary of FMR LLC and a bank as defined in Section 3(a)(6) of the Exchange Act, is the beneficial owner, and (iii) 2,758,771 shares as to which Edward C. Johnson 3d, who, together with members of his family, controls FMR LLC, is the beneficial owner. The percentage of shares is based on the number of shares outstanding as of December 31, 2012, and assumes no acquisition or disposition by FMR LLC since December 31, 2012.

*(click here to STRATASYS archives from EQUITIES RESEARCH)

TODAY
Stratasys Ltd (NASDAQ: SSYS) filed a new 6K with the Securities & Exchange Commission this morning disclosing the Proxy card sent out to investors this week. The major holders disclosed in the Annual Report on March 7th all disclosed with the same ownership, except Fidelity's position has been reduced by 802,470 shares, (A 29% reduction) bringing their new percentage ownership in SSYS down from 6.73% to 5.05%. (2,758,771 down to 1,956,301 shares)



From Today's disclosure  :

•  

  	Number of
  	shares			Percentage of
  	beneficially			outstanding
  Name of Shareholder	owned			shares
  Samson Capital, LLC (1)	4,267,647	(2)		11.01%
  Roy J. Zuckerberg	4,831,887	(3)		12.47%
  Elchanan Jaglom	4,793,485	(4)		12.37%
  AGM Holding BV (5)	2,981,336	(6)		7.69%
  Philippe J. Setton	2,728,518	(7)		7.04%
  FMR LLC (8)	1,956,301	(9)		5.05%
  All directors and executive officers as a group (11 persons)	6,549,556	(10)		16.90%

• (9)

  Represents shares beneficially owned as of December 31, 2012, as indicated on the statement of beneficial ownership on Schedule 13G filed on February 14, 2013, by FMR LLC on behalf of FMR LLC and Edward C. Johnson 3d. Consists of (i) 2,662,231 shares as to which Fidelity Management & Research Company, a wholly-owned subsidiary of FMR LLC and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, is the beneficial owner, (ii) 96,540 shares as to which Pyramis Global Advisors Trust Company, an indirect wholly-owned subsidiary of FMR LLC and a bank as defined in Section 3(a)(6) of the Exchange Act, is the beneficial owner, and (iii) 2,758,771 shares as to which Edward C. Johnson 3d, who, together with members of his family, controls FMR LLC, is the beneficial owner. The percentage of shares is based on the number of shares outstanding as of December 31, 2012, and assumes no acquisition or disposition by FMR LLC since December 31, 2012.