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:
Auditors
updated and edited typos at 10:52pm est.
