UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D. C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934 (Amendment No. )
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by
the Registrant x
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a Party of than the Registrant o
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appropriate box:
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Preliminary Proxy Statement
o
Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
x
Definitive Proxy Statement
o
Definitive Additional Materials
o
Soliciting Material Pursuant to §240.14a-12
Titan
International, Inc.
(Name
of
Registrant as Specified In Its Charter)
(Name
of
Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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required.
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Titan
International, Inc.
2701
Spruce Street •
Quincy,
Illinois 62301
___________________________________________________
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
Meeting
Date
•
May
17, 2007
To
Titan Stockholders:
The
Annual Meeting of Stockholders (the “Annual Meeting”) of Titan International,
Inc., an Illinois corporation (“Titan”
or
the
“Company”),
to be
held on Thursday, May 17, 2007, at 11:00 a.m. Eastern Time, at the Ritz-Carlton,
Dearborn, 300 Town Center Drive, Dearborn, Michigan, 48126, to consider and
act
upon the following matters:
| 1) |
To
elect Edward J. Campbell and Maurice M. Taylor
Jr. as directors to serve for three-year terms and until their successors
are elected and qualified;
|
| 2) |
To
amend the Company’s Bylaws to increase the number of Board of Director
positions of the Company to nine director positions from the seven
director positions allowed under the current Bylaws;
|
| 3) |
To
elect J. Michael A. Akers as a director, contingent upon the approval
of
the amendment to the Company’s Bylaws, to serve for a three-year term and
until a successor is elected and qualified;
|
| 4) |
To
ratify the selection of PricewaterhouseCoopers LLP as the independent
registered public accounting firm for 2007;
and
|
| 5) |
To
transact such other business as may properly come before the Annual
Meeting or any adjournments or postponements
thereof.
|
Only
stockholders whose names appear of record at the Company’s
close of
business on March 20, 2007, are entitled to receive notice of and to vote
at the
Annual Meeting or any adjournments thereof. With this proxy statement, a
copy of
Titan’s Annual Report including Form 10-K for year ended December 31, 2006, is
enclosed for your information.
All
stockholders are invited to attend the Annual Meeting. Stockholders can help
the
Company avoid unnecessary costs and delay by completing and promptly returning
the enclosed proxy card. Alternatively, you may authorize a proxy by using
telephone or Internet
options as instructed on the proxy card. If you vote by telephone or
Internet,
you do not need to mail back your proxy card. The presence, in person or
by
properly executed proxy, of the majority of common stock outstanding on the
record date is necessary to constitute a quorum at the Annual Meeting.
Annual
Meeting Attendance:
Please note that if you are attending the Annual Meeting, proof of Titan
common
stock ownership as of the record date must be presented, in addition to valid
photo identification.
PLEASE
VOTE
Every
stockholder’s vote is important. Whether or not you intend to be present at the
Annual Meeting, please complete, sign, date and return the enclosed proxy
card
in the enclosed return envelope,
which requires
no postage
if mailed in the United States. Telephone and Internet voting are also
offered.
|
By
Order of the Board of Directors,
|
|||
|
/s/
CHERI T. HOLLEY
|
|||
|
Quincy,
Illinois
|
Cheri
T. Holley
|
||
|
March
30, 2007
|
Secretary
|
TABLE
OF CONTENTS
|
Notice
of Annual Meeting of Stockholders
|
Cover |
|
General
Matters
|
1 |
|
Voting
Procedures
|
1 |
|
Proposal
#1 - Election of Mr. Campbell and Mr. Taylor as Directors
|
3 |
|
Proposal
#2 - Amend the Bylaws to Increase the Number of Board of Director
Positions
|
4 |
|
Proposal
#3 - Election of Mr. Akers as a Director Contingent upon Amendment
to
Bylaws
|
4 |
|
Proposal
#4 - Ratification of Independent Registered Public Accounting
Firm
|
5 |
|
Other
Business
|
5 |
|
Directors
Continuing in Office
|
6 |
|
Compensation
of Directors
|
7 |
|
Committees
and Meetings of the Board of Directors
|
8 |
|
Audit
and Other Fees
|
9 |
|
Compensation
Discussion and Analysis
|
10 |
|
Compensation
of Executive Officers
|
14 |
|
Report
of the Audit Committee
|
17 |
|
Report
of the Compensation Committee
|
18 |
|
Report
of the Nominating/Corporate Governance Committee
|
19 |
|
Corporate
Governance
|
20 |
|
Performance
Comparison Graph
|
21 |
|
Security
Ownership of Certain Beneficial Owners and Management
|
22 |
|
Section
16(a) Beneficial Ownership Reporting Compliance
|
23 |
|
Related
Party Transactions
|
23 |
|
Stockholder
Proposals
|
23 |
|
Householding
Information
|
24 |
|
Cost
of Proxy Solicitation
|
24 |
|
Appendix
A - Proposed Amendment to Bylaws
|
A-1 |
Table
of
Contents
PROXY
STATEMENT
ANNUAL
MEETING OF STOCKHOLDERS
TITAN
INTERNATIONAL, INC.
Meeting
Date •
May 17, 2007
GENERAL
MATTERS
This
Proxy Statement is being furnished to the stockholders of Titan International,
Inc. (“Titan”
or
the
“Company”)
in
connection with the solicitation of proxies on behalf of the Board of
Directors
of the
Company
for use
at the Annual Meeting of
Stockholders (the “Annual
Meeting”) to be held on May 17, 2007, at the time and place and for the purposes
set forth in the accompanying Notice of Annual Meeting, and at any adjournment
or postponement of that meeting. This Proxy Statement and accompanying form
of
proxy will be first mailed to stockholders on or about March 30, 2007. Although
the Company’s Annual Report to Stockholders including Form 10-K for year ended
December 31, 2006, is being mailed with the Proxy Statement, it is not part
of
the proxy soliciting material.
VOTING
PROCEDURES
Qualifications
Holders
of shares of common stock (the “Common
Stock”)
of the Company as of the close of business on March 20, 2007, (the
“Record
Date”)
will be entitled to receive notice of and vote at the Annual Meeting. On
the
Record Date, 20,092,912 shares
of
Common Stock were outstanding. Holders of the Company’s Common Stock (the
"Common Stockholders") are entitled to one vote per share of Common Stock
they
held of record on the Record Date on each matter that may properly come before
the Annual Meeting.
Time
and Place
The
Annual Meeting of Stockholders of Titan International, Inc., an Illinois
corporation, will be held on Thursday, May 17, 2007, at 11:00 a.m. Eastern
Time,
at the Ritz-Carlton, Dearborn, 300 Town Center Drive, Dearborn, Michigan,
48126.
Annual
Meeting Attendance:
Please
note that if you are attending the Annual Meeting, proof of Titan common
stock
ownership as of the record date must be presented, in addition to valid photo
identification.
Voting
by Proxy
Stockholders
are asked to complete and promptly return the enclosed proxy card by mail
or
authorize a proxy by using telephone or internet options as instructed on
the
proxy card. If you vote by telephone or internet, you do not need to mail
back
your proxy card.
Proposals
Requiring Vote
To
consider and act upon the following matters of (i) Proposal #1, Election
of Mr.
Campbell and Mr. Taylor as Directors, (ii) Proposal #2, Amend the Company’s
Bylaws to Increase the Number of Board of Director Positions, (iii) Proposal
#3,
Election of Mr. Akers as a Director Contingent on the Approval of the Amendment
to the Company’s Bylaws, (iv) Proposal #4, Ratification of Independent
Registered Public Accounting Firm, and (v) such other business as may properly
come before the Annual Meeting or any adjournments or postponements
thereof.
Board
of Directors Recommendations
The
Board
of Directors unanimously recommend that you vote FOR
all the
following proposals: (i) Proposal #1, Election of Mr. Campbell and Mr. Taylor
as
Directors, (ii) Proposal #2, Amend Company Bylaws allowing for nine board
of
director positions from the seven director positions currently allowed, (iii)
Proposal #3, Election of Mr. Akers as a Director Contingent on the Approval
of
the Amendment to the Company’s Bylaws, and (iv) Proposal #4, Ratification of
Independent Registered Public Accounting Firm of PricewaterhouseCoopers
LLP.
1
Quorum
Common
Stockholders of record on the Record Date are entitled to cast their votes
in
person or by properly executed proxy at the Annual Meeting. The presence,
in
person or by properly executed proxy, of the Common Stockholders holding
a
majority of the Common Stock outstanding on the Record Date is necessary
to
constitute a quorum at the Annual Meeting. Abstentions and “broker non-votes”
(in cases when a broker has delivered a proxy that does not have authority
to
vote on the proposal in question) are counted as present in determining whether
or not there is a quorum. If a quorum is not present at the time the Annual
Meeting is convened, the Company may adjourn or postpone the Annual
Meeting.
Procedures
All
Common Stock represented at the Annual Meeting by properly executed proxies
received prior to or at the Annual Meeting and not properly revoked will
be
voted at the Annual Meeting in accordance with the instructions indicated
in
such proxies. If no instructions are indicated, such proxies will be voted
FOR
the
Proposal #1, Proposal #2, Proposal #3, and Proposal #4, and persons designated
as proxies will vote with their best judgment on such other business as may
properly come before the Annual Meeting. The Board of Directors of the Company
does not know of any matters that will come before the Annual Meeting other
than
those described in the Notice of Annual Meeting attached to this Proxy
Statement.
Vote
Required to Approve Proposals
Proposal
#1 The
votes
of Common Stockholders holding a majority of the shares of Common Stock present
in person or represented by proxy at the Annual Meeting is required for the
election of Mr. Campbell and Mr. Taylor as directors.
Proposal
#2 To
amend
company Bylaws to increase the number of Board of Director positions requires
the affirmative vote of the Common Stockholders holding a majority of the
shares
of Common Stock present in person or represented by proxy at the Annual
Meeting.
Proposal
#3 To
approve the election of Mr. Akers as a director contingent on the approval
of
the amendment to the Company Bylaws requires the affirmative vote of the
Common
Stockholders holding a majority of the shares of Common Stock present in
person
or represented by proxy at the Annual Meeting.
Proposal
#4 Ratification
of the selection of the independent registered public accounting firm requires
the affirmative vote of the Common Stockholders holding a majority of the
shares
of Common Stock present in person or represented by proxy at the Annual
Meeting.
Abstentions
are counted in the number of shares present in person or represented by proxy
for purposes of determining whether a proposal has been approved, and so
are
equivalent to votes against a proposal (other than the election of directors).
Broker non-votes will have no impact on the outcome of any of the matters
to be
considered at the Annual Meeting.
Revoking
a Proxy
Any
proxy
given pursuant to this solicitation may be revoked at any time before it
is
voted. Common Stockholders may revoke a proxy at any time prior to its exercise
by filing with the Secretary of the Company a duly executed revocation and
proxy
bearing a later date or by voting in person by written ballot at the Annual
Meeting. Attendance at the Annual Meeting will not of itself constitute
revocation of a proxy. Any written notice revoking a proxy should be sent
to:
Cheri T. Holley, Secretary of Titan International, Inc., 2701 Spruce Street,
Quincy, Illinois 62301.
Cost
of Proxy Solicitation
The
costs
of solicitation of proxies will be borne by the Company. It is contemplated
that
brokerage houses, custodians, nominees and fiduciaries will be requested
to
forward the soliciting material to the beneficial owners of the Company’s Common
Stock held of record by such persons, and will be reimbursed by the Company
for
reasonable expenses incurred therewith.
Vote
Tabulation
The
Company’s stock transfer agent, LaSalle Bank, N.A. will judge the voting and be
responsible for determining whether or not a quorum is present and tabulate
votes cast by proxy or in person at the Annual Meeting.
Voting
Results
Titan
will announce preliminary voting results at the Annual Meeting and publish
final
results in our quarterly report on Form 10-Q for the second quarter of 2007
or
in an earlier filed Form 8-K.
2
ü PROPOSAL
#1 - ELECTION OF EDWARD J. CAMPBELL AND MAURICE
M. TAYLOR JR. AS CLASS I DIRECTORS
The
Board of Directors recommends that stockholders vote FOR
Edward J. Campbell and Maurice
M. Taylor Jr. as Class I Director nominees standing for election to serve
until
the 2010
Annual Meeting.
The
Company's Bylaws provide for three classes of directors of approximately
equal
numbers designated as Class I, Class II and Class III. Each director is elected
for a three-year term and the term of each Class expires in a different year.
With the exception of the Vice Chairman and Chief Executive Officer/Chairman
(Mr. Billig and Mr. Taylor), all directors are independent as defined in
the New
York Stock Exchange listing standards. The Nominating/ Corporate Governance
Committee recommended to the Board of Directors that Edward J. Campbell and
Maurice M. Taylor Jr. stand for election as Class I directors to serve until
the
2010 Annual Meeting. The Board has put forth the slate of nominees consisting
of
Edward J. Campbell and Maurice M. Taylor Jr. to stand for election at the
2007
Annual Meeting. Mr. Campbell and Mr. Taylor are each current directors of
the
Company. Each of the nominees has consented to serve as a director if elected.
In
the
unexpected event that a nominee for director is elected and becomes unable
to
serve before the Annual Meeting, it is intended that shares represented by
proxies which are executed and returned will be voted for such substitute
nominees as may be appointed by the Company's existing Board of Directors,
as
recommended by the Nominating/Corporate Governance Committee. The following
is a
brief description of the business experience of each nominee for at least
the
past five years.
Edward
J. Campbell
- Mr.
Campbell, now retired, was employed for 27 years by Tenneco. He spent 13
of
those years as president of Newport News Shipbuilding Company and 14 years
at
J.I. Case, three of those (1992-94) as president. Mr. Campbell, who is 79
years
old, became a director of the Company in 1995. Mr. Campbell meets the
qualifications of a “financial expert” as defined by the Securities and Exchange
Commission and has accounting or related management expertise as required
by the
New York Stock Exchange listing standards. Mr. Campbell serves on the following
committees: Nominating/Corporate Governance (Chairman), Audit and
Compensation.
Maurice
M. Taylor Jr.
- Mr.
Taylor, who is 62 years old, is chief executive officer and chairman of the
Company’s Board of Directors. Mr. Taylor has served as a director of Titan
International, Inc. since 1990, when Titan was acquired in a management-led
buyout by investors, including Mr. Taylor. Mr. Taylor is also a director
and
chairman of Titan Europe Plc.
3
ü PROPOSAL
#2 - AMEND THE COMPANY’S BYLAWS TO INCREASE NUMBER
OF BOARD OF DIRECTOR POSITIONS
The
Board of Directors recommends that stockholders vote FOR
amending the Company’s Bylaws to increase the number of board of director
positions of the Company to nine director positions from the seven director
positions allowed under the current Bylaws.
PROPOSED
PROVISION (changes marked):
Section
3.2 - Number,
Tenure and Qualifications.
The
number of directors which shall constitute the whole board shall be such
number
as the Board of Directors may determine from time to time but shall not be
less
than threefive
(35)
nor
more than sevennine
(79).
Directors need not be residents of Illinois or shareholders of the corporation.
The term of office of each director shall be three (3) years, and as nearly
as
practicable, taking into account the increases or decreases in the number
of
directors constituting the Board of Directors, one-third of the Board of
Directors shall be elected each year at the annual meeting. The
three classes of directors are designated as Class I, Class II and Class
III.
In
order to implement the foregoing, the nominees for election at the 1994 Annual
meeting shall be divided into three (3) classes (Class 1, Class 2 and Class
3)
whose term shall expire on the date of the 1995, 1996 and 1997 Annual Meetings,
respectively. In
the
event of a change in the number of directors, the resolution effecting such
change shall specify the years in which the terms of the directorships thereby
created shall first expire.
See
Appendix A - Company’s amended Bylaws Provision.
ü PROPOSAL
#3 - ELECTION OF J. MICHAEL A. AKERS AS A CLASS I DIRECTOR, CONTINGENT UPON
THE
APPROVAL OF
THE AMENDMENT TO THE COMPANY’S
BYLAWS
The
Board of Directors recommends that stockholders vote FOR
J. Michael A. Akers as an additional Class I Director nominee standing for
election to serve until the 2010 Annual Meeting.
J.
Michael A. Akers
- Mr.
Akers, who is 63 years old, is Chief Executive Officer of Titan Europe, Plc.,
a
publicly traded company on the AIM market in London, England. Mr. Akers
graduated as a mechanical engineer from the Engineering School of the University
of Wales in Cardiff and later received an MBA from the University of Warwick.
Mr. Akers had a career in automotive manufacturing first with British Leyland
where he managed a number of factories in the Land Rover Group, before becoming
director responsible for manufacturing of Triumph Cars in Coventry, England.
Mr.
Akers
began organizing the start-up of Titan’s European Operations in 1990 and became
a member of the Company’s management team in 1995. Mr. Akers was appointed Vice
President of the Company in 1999 and served in that role until April 2004
when
Titan sold 70% of its European operations through a public offering on the
AIM
market in London, England. Mr. Akers led the IPO of Titan Europe Plc on the
London AIM market in 2004 and has subsequently organized the further fundraising
on the AIM market as part of the acquisition of ITM, one of the world’s largest
manufacturers of undercarriage tracks. Mr. Akers is a member of the Advisory
Board of Warwick Business School.
4
ü PROPOSAL
#4 - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
The
Board of Directors recommends that stockholders vote FOR
its selection of the independent registered public accounting firm,
PricewaterhouseCoopers LLP, to audit the consolidated financial statements
of
the Company and its subsidiaries for 2007.
PricewaterhouseCoopers
LLP has served the Company as independent registered public accounting firm
during the year ended December 31, 2006, and has been selected by the Audit
Committee to serve as the independent registered public accounting firm for
the
present year of 2007. If stockholders fail to ratify the selection of
PricewaterhouseCoopers LLP, the Audit Committee will consider this fact when
selecting an independent registered public accounting firm for the 2008 audit
year. PricewaterhouseCoopers LLP has served the Company since 1983.
A
representative from PricewaterhouseCoopers LLP is expected to be present
at the
Annual Meeting and will have an opportunity to make a statement if they desire
to do so and will be available to respond to appropriate questions of
stockholders in attendance.
OTHER
BUSINESS
The
Board
of Directors does not intend to present at the Annual Meeting any business
other
than the items stated in the “Notice of Annual Meeting of Stockholders” and does
not know of any matters to be brought before the Annual Meeting other than
those
referred to above. If, however, any other matters properly come before the
Annual Meeting requiring a stockholder vote, the persons designated as proxies
will vote on each such matter in accordance with their best
judgment.
5
DIRECTORS
CONTINUING IN OFFICE
Directors
continuing in office as Class II Directors whose terms expire at the annual
meeting in 2008, are listed below.
Richard
M. Cashin Jr. - Mr.
Cashin is managing partner of One Equity Partners LLC, which manages $4.5
billion of investments and commitments in direct private equity transactions
for
JP Morgan, where he is a member of the Executive Committee. Prior to that
time,
Mr. Cashin was president of Citicorp Venture Capital, Ltd., where he was
employed from 1980 to 2000. Mr. Cashin is also a director of Quintiles
Transnational and is a Trustee of Boys Club of New York, American University
in
Cairo, National Rowing Foundation (Chairman), Central Park Conservancy and
Jazz
at Lincoln Center. Mr. Cashin, who is 53 years old, became a director of
the
Company in 1994. Mr. Cashin serves on the Compensation Committee.
Albert
J. Febbo
- Mr.
Febbo
retired from GE after 30 years; 18 years in sales and marketing leadership
roles
in GE’s U.S. and Europe plastics business, and 12 years as a corporate officer
leading the GE automotive and corporate marketing teams. He also serves as
director of Med Panel, Inc., headquartered in Cambridge, Massachusetts. Mr.
Febbo, who is 67 years
old, became a director of the Company in 1993. Mr. Febbo serves on the following
committees: Audit (Chairman), Compensation and Nominating/Corporate
Governance.
Mitchell
I. Quain
- Mr.
Quain is a senior director of ACI Capital Corp., a private equity firm.
Previously, Mr. Quain spent four years with ABN AMRO Incorporated, most recently
as Vice Chairman, and 22 years at Schroder & Co., Inc. Mr. Quain serves as a
director and board chairman of MagneTek, Inc. and is a director of Hardinge,
Inc., as well as a number of private companies. He is also Chairman of the
Board
of Overseers of the University of Pennsylvania’s School of Engineering and
Applied Sciences and serves on the University’s Board of Trustees and the
executive committee of Penn Medicine. Mr. Quain, who is 55 years old, became
a
director of the Company in 1999. Mr. Quain meets the qualifications of a
“financial expert” as defined by the Securities and Exchange Commission and has
accounting or related management expertise as required by the New York Stock
Exchange listing standards. Mr. Quain serves on the following committees:
Compensation (Chairman), Audit and Nominating/Corporate Governance.
Directors
continuing in office as Class III Directors whose terms expire at the annual
meeting in 2009, are listed below.
Erwin
H. Billig
- Mr.
Billig is director and chairman of MSX International. From 1992 to 1999 he
served as vice chairman of Masco Tech, Inc., and from 1986 to 1992 Mr. Billig
was president and chief operating officer of Masco Tech, Inc. Mr. Billig
is also
a director of Titan Europe Plc. Mr. Billig, who is 80 years old, is vice
chairman of the board of Titan and became a director of the Company in
1992.
Anthony
L. Soave
- Mr.
Soave is president, chief executive officer and founder of Soave Enterprises
LLC, a Detroit-based holding company that owns and operates businesses in
distribution, environmental and metals recycling, as well as other diversified
industries. From 1974 to 1998 he served as president and chief executive
officer
of Detroit-based City Management Corporation, which he founded. Mr. Soave,
who
is 67 years old, became a director of the Company in 1994. Mr. Soave serves
on
the following committees: Audit, Compensation and Nominating/Corporate
Governance.
6
COMPENSATION
OF DIRECTORS
The
Company can use the combination of cash and stock based incentive compensation
to attract and retain qualified directors to serve on the Board. In setting
director compensation the Company considers the amount of time and skill
level
required by the directors in fulfilling their duties to the Company.
Each
Company director, with the exception of Mr. Taylor receives an annual payment
of
$37,500 as a director fee. In lieu of this annual payment of $37,500, under
the
Titan International, Inc. 2005 Equity Incentive Plan, each non-employee director
of the Company may receive a non-discretionary grant of a stock option for
10,000 shares of the Company’s common stock at the conclusion of each annual
meeting of stockholders at which such director is elected, re-elected or
continuing in office. Such options will vest and become exercisable immediately
and expire 10 years from the date of grant. Each eligible director in 2006
elected to receive the annual cash payment of $37,500 as their annual director
fee and, therefore, received no stock options.
The
Audit
Committee Chairman receives an additional $15,000 annual payment while each
Chairman of the Compensation Committee and the Nominating/Corporate Governance
Committee receives an additional $10,000 annual payment for this position.
Each
Financial Expert receives a $5,000 annual payment for this role. The Company
pays each director, with the exception of Mr. Taylor, a fee of $500 for each
Board of Director (“Board”) or committee meeting attended. Titan also reimburses
out-of-pocket expenses related to the directors' attendance at such meetings.
The
Company pays Mr. Billig, the Vice Chairman of the Board, an annual fee of
$100,000 to carry out his responsibilities, which include significant
operational matters, as well as corporate development initiatives. The Company
does not have any other consulting contracts or arrangements with any of
its
directors. The Company’s directors are not subject to minimum Titan common stock
ownership requirements. However, at December 31, 2006, the directors owned
approximately 13% of the Company’s common stock.
|
Annual
Director
Fee
|
Audit
Committee
Chairman
Fee
|
Other
Committee
Chairman
Fee
|
Financial
Expert
Fee
|
Meeting
Fee
|
|
$37,500
|
$15,000
|
$10,000
|
$5,000
|
$500
|
DIRECTOR
COMPENSATION TABLE FOR 2006
|
Name
of Director
|
Fees
Earned or Paid in Cash
|
Stock
Awards
|
Option
Awards
|
Non-Equity
Incentive Plan Compensation
|
Change
in Pension Value and Nonqualified Deferred Compensation
Earnings
|
All
Other Compensation
|
Total
|
|||||||||||||||
|
Erwin
H. Billig (a)
|
$
|
151,500
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
151,500
|
||||||||
|
Edward
J Campbell
|
71,000
|
-
|
-
|
-
|
-
|
-
|
71,000
|
|||||||||||||||
|
Richard
M. Cashin Jr.
|
40,500
|
-
|
-
|
-
|
-
|
-
|
40,500
|
|||||||||||||||
|
Albert
J. Febbo
|
71,500
|
-
|
-
|
-
|
-
|
-
|
71,500
|
|||||||||||||||
|
Mitchell
I. Quain
|
55,000
|
-
|
-
|
-
|
-
|
-
|
55,000
|
|||||||||||||||
|
Anthony
L. Soave
|
44,500
|
-
|
-
|
-
|
-
|
-
|
44,500
|
|||||||||||||||
|
Maurice
M. Taylor Jr. (b)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
| (a) |
The
Company pays Mr. Billig, the Vice Chairman of the Board, an annual
fee of
$100,000 to carry out his responsibilities, which include significant
operational matters, as well as corporate development
initiatives.
|
| (b) |
See
Summary Compensation Table for disclosure related to Maurice M. Taylor
Jr.
who is also the Chief Executive Officer of the Company. Mr. Taylor
receives no director or meeting fees for his service on the
Board.
|
7
COMMITTEES
AND MEETINGS OF THE BOARD OF DIRECTORS
The
following table summarizes the current membership of each committee and the
number of meetings held by each committee during 2006:
|
Name
of Director
|
Board
of Directors
|
Audit
Committee
|
Compensation
Committee
|
Nominating/Corporate
Governance
Committee
|
|
Erwin
H. Billig
|
X
|
-
|
-
|
-
|
|
Edward
J. Campbell
|
X
|
X
|
X
|
Chair
|
|
Richard
M. Cashin Jr.
|
X
|
-
|
X
|
-
|
|
Albert
J. Febbo
|
X
|
Chair
|
X
|
X
|
|
Mitchell
I. Quain
|
X
|
X
|
Chair
|
X
|
|
Anthony
L. Soave
|
X
|
X
|
X
|
X
|
|
Maurice
M. Taylor Jr.
|
Chair
|
-
|
-
|
-
|
|
2006
Meetings
|
5
|
6
|
2
|
2
|
X
-
denotes
committee member
Chair
-
denotes committee Chairman -
denotes
not a member
The
Board
of Directors, which met five times in 2006, has established the following
committees of the Board: (i)
Audit
Committee (consisting of Messrs. Campbell, Febbo, Quain and Soave); (ii)
Compensation Committee (consisting of Messrs. Campbell, Cashin, Febbo, Quain
and
Soave); (iii) Nominating/Corporate Governance Committee (consisting of Messrs.
Campbell, Febbo, Quain and Soave). The Board of Directors approves nominees
for
election as directors. All directors attended 75% or
more
of the aggregate number of meetings of the Board and applicable committees.
The
Board and Committee meetings are presided over by their Chairman. If the
Chairman is unavailable, the directors present appoint a temporary presiding
chairman to preside at the meeting.
The
Audit
Committee, which met six times in 2006, retains the independent registered
public accounting firm to perform audit and non-audit services, reviews the
scope and results of such services, consults with the internal audit staff,
reviews with management and the independent registered public accounting
firm
any recommendations of the auditors regarding changes and improvements in
the
Company's accounting procedures and controls and management's response thereto,
and reports to the Board. The Audit Committee meets with the independent
registered public accounting firm with and without management present. Mr.
Campbell and Mr. Quain meet the qualifications of a “financial expert” as
defined by the Securities and Exchange Commission and have accounting or
related
management expertise as required by the New York Stock Exchange listing
standards.
The
Compensation Committee, which met twice in 2006, provides oversight of all
executive compensation and benefits programs. The committee reviews and approves
corporate goals and makes recommendations accordingly to the Board of Directors
regarding the salaries and all other forms of compensation of the Company's
executive officers.
The
Nominating/Corporate Governance Committee met two times in 2006, and provides
guidance and assistance to the Board of Directors in discharging the duties
and
responsibilities related to corporate governance principles and practices
of the
Board and the Company. The committee is responsible for identifying, screening
and nominating candidates to serve as directors of the Company.
A
Special
Committee of the Board of Directors, (consisting of Messrs. Billig, Campbell,
and Febbo) was formed to pursue discussions with One Equity Partners LLC
(One
Equity), a private equity affiliate of JPMorgan Chase & Co., indicating One
Equity’s interest in acquiring Titan International, Inc., in a cash merger for
$18.00 per share of Titan common stock. The Special Committee met twenty-three
times in 2006. On April 12, 2006, Titan and One Equity announced the termination
of discussions regarding the proposed merger. On April 17, 2006, the Company’s
Board of Directors met and thanked the Special Committee for their efforts
expended and agreed that their Special Committee responsibilities were
completed.
8
AUDIT
AND OTHER FEES
The
Audit
Committee of the Board of Directors engaged the independent registered public
accounting firm, PricewaterhouseCoopers LLP, as independent accountants to
audit
the Company’s consolidated financial statements for the fiscal year ending
December 31, 2006. Fees paid to the independent registered public accounting
firm, PricewaterhouseCoopers LLP, included the following:
Audit
Fees
For the
years ended December 31, 2006 and 2005, PricewaterhouseCoopers LLP billed
the
Company $834,000 and $713,000 respectively, for professional services rendered
for the audit of the Company’s annual consolidated financial statements included
in the Company’s Form 10-K, including fees related to the audit of internal
controls in connection with the Sarbanes-Oxley Act of 2002, reviews of the
quarterly financial statements included in the Company’s Form 10-Q reports and
statutory audits of foreign subsidiaries.
|
2006
|
2005
|
||||||
|
Financial
statements and internal controls
|
$
|
800,000
|
$
|
696,000
|
|||
|
Statutory
audits of foreign subsidiaries
|
34,000
|
17,000
|
|||||
|
$
|
834,000
|
$
|
713,000
|
||||
Audit
Related Fees
For the
years ended December 31, 2006 and 2005, PricewaterhouseCoopers LLP billed
the
Company $430,000 and $280,000 respectively.
|
2006
|
2005
|
||||||
|
Acquisitions,
high yield offering, and merger
|
$
|
366,000
|
$
|
230,000
|
|||
|
Employee
benefit plan compliance reviews
|
64,000
|
50,000
|
|||||
|
$
|
430,000
|
$
|
280,000
|
Tax
Fees
For the
years ended December 31, 2006 and 2005, PricewaterhouseCoopers LLP billed
the
Company $126,000 and $147,000 respectively.
|
2006
|
2005
|
||||||
|
Tax
return preparation and compliance
|
$
|
80,000
|
$
|
125,000
|
|||
|
Foreign
tax compliance and repatriation of earnings
|
46,000
|
22,000
|
|||||
|
$
|
126,000
|
$
|
147,000
|
||||
In
addition to the fees detailed above, out-of-pocket and administrative fees
paid
to PricewaterhouseCoopers LLP totaled $142,000 and $73,000 for the years
ended
December 31, 2006 and 2005, respectively.
Audit
Committee Pre-Approval
All
services provided by the independent registered public accounting firm,
PricewaterhouseCoopers LLP, have been pre-approved by the Audit Committee
as
required by the Company’s Audit
Charter.
9
COMPENSATION
DISCUSSION AND ANALYSIS
Introduction
The
executive officer compensation information is presented in a completely new
format this year. The new format is required by revised executive compensation
disclosure rules adopted by the Securities and Exchange Commission in August
2006. The new format includes the following Compensation Discussion and
Analysis.
Overview
The
Compensation Committee (“the Committee”) is empowered to review and approve the
annual compensation package for all of the Company’s executive officers, a total
of four individuals. The four executive officers are as follows: (i) Chairman
and Chief Executive Officer, (ii) Executive Vice President and Chief Operating
Officer, (iii) Vice President of Finance and Treasurer, and (iv) Vice President,
Secretary, and General Counsel.
Objective
The
objectives of the Company’s compensation program are to attract and retain
individuals with the necessary skills, which are vital to the long-term success
of the Company. To achieve these objectives the compensation program is designed
to be fair and just to both the Company and the individual. Consideration
is
given to the individuals overall responsibilities, qualifications, experience
and job performance. None of these items are weighted more than another.
The
Committee sets all compensation with regard to the CEO of the Company. For
the
other executive officers of Titan, the CEO provides his compensation
recommendation for these individuals to the Committee who reviews and makes
any
changes as the Committee deems appropriate.
Company
Performance In
appraising the CEO’s performance during 2006, the Committee noted the Company
integrated and finalized two major acquisitions regarding off-highway tire
assets that related to Goodyear’s North American Farm tire assets and
Continental Tire North America’s off-the-road (OTR) assets. The net sales for
the Company for 2006 were approximately $679 million, an increase of
approximately 45% from the 2005 net sales of
$470
million.
Common
Stock Performance The
Committee recognized the continued improvement in the Company’s common stock
performance during the past five years, which increased from a stock price
of
$4.74 per common share at December 31, 2001 to $20.15 per common share at
December 31, 2006. The Company’s stock price has increased approximately 425%
over this five-year time period.
Compensation
Committee Charter
The
Committee has a charter to assist in carrying out their responsibilities.
The
Committee reviews the charter and the guidelines contained therein on an
annual
basis and makes any modifications as they deem necessary. The Compensation
Committee Charter is available on our website at www.titan-intl.com.
Philosophy
The
Committee recognizes other companies may use different types of calculations
and
matrices to numerically decide what a compensation package should contain.
However, the Committee believes any package that uses such formulas and matrices
would not be a complete representation of how Titan is performing. Therefore,
the Committee will use their extensive business experience and judgment to
evaluate and determine the Company’s executive compensation packages.
10
COMPENSATION
DISCUSSION AND ANALYSIS (continued)
Using
this process the Committee can change or adjust the compensation package
rather
than using exact and published formulas that would leave no room for
modification. If the Committee had used a formula driven compensation package,
it may have provided bonuses and stock options in prior years. Using the
Committee’s philosophy, no bonuses or stock options were awarded during certain
of those years.
The
Committee’s philosophy of evaluating the overall Company performance, not just
using numeric measurement criteria, allows the Committee greater flexibility
in
carrying out their duties. The Committee has the ability to adjust compensation
packages quickly and believes this flexibility is a necessity given the rapidly
changing global environment in which the Company operates. The Committee
feels
it is in the best interest of the stockholders to retain the current executive
officers. The executive compensation packages approved by the Committee using
their business judgment are considered fair to the Company and the individuals,
thus retaining the executive and their talent for the Company.
Use
of Compensation Consultants and Matrices The
Committee uses no compensation consultants or any numeric matrix for their
evaluation of such compensation. Consideration is given to the individuals
overall responsibilities, qualifications, experience and job performance.
None
of these items are weighted more than another.
Base
Salary
Base
salary is determined by evaluating the responsibilities of the executive
position held, the individuals past experience, current performance and
competitive marketplace conditions for executive talent. None of these items
are
weighted more than another. Salary levels are typically considered on an
annual
basis and there is no set merit increases in any given year. Therefore, the
executive salary may not increase each year. The executive salaries approved
by
the Committee for 2006 are listed under the “Summary Compensation
Table.”
Cash
Bonus
In
addition to a base salary, each executive officer is eligible for an annual
cash
bonus. The Committee has no set bonus amount and uses no pre-established
plan or
formula for determining the amount. The Committee will determine the CEO’s
bonus, if any, taking into account the CEO’s total compensation package along
with the Company’s performance related to financial and non-financial
information. The CEO provides his recommendations regarding the other executive
officer’s annual cash bonuses to the Committee, which then reviews and makes any
changes they may deem appropriate. The executive discretionary cash
bonuses approved
by the Committee for 2006 are listed under the “Summary Compensation
Table.”
Stock
Options
The
Committee during 2006 granted no stock options to the executive officers.
The
Committee determined that cash awards and incentives are currently in the
best
interest of the Company and our stockholders. However, the Committee, in
the
future, may grant stock options to attract or retain executive officers for
the
Company.
Stock
Awards
The
Company during 2006 granted no stock awards to the executive officers. The
Committee determined that cash awards and incentives are currently in the
best
interest of the Company and our stockholders. The Committee currently does
not
anticipate utilizing stock awards at this time.
Nonqualified
Deferred Compensation
The
Company does not have a nonqualified deferred compensation plan. The Committee
currently does not anticipate establishing such a plan.
11
COMPENSATION
DISCUSSION AND ANALYSIS (continued)
Employment
Agreements
The
Company has outstanding employment agreements with each of the four executive
officers of the Company selected by the Board of Directors. These agreements
provide that the individuals will not receive any separation benefits if
they
voluntarily leave the Company. In the event the Company proceeds with
commencement of steps to affect a Change of Control (defined generally as
an
acquisition of 20% or more of the outstanding voting shares) these agreements
allow for the executive to elect the Change of Control provision.
In
the
event of a termination of the individual’s employment within 60 days after the
Change of Control, the executive is entitled to receive for the remaining
term
of the agreement, which expires in April 2010, their compensation, contractual
obligation regarding retirement, continuation of health, and other fringe
benefits. Mr. Taylor, Mr. Hackamack and Ms. Holley are each a party to such
an
agreement. Mr. Rodia’s employment agreement, which expires in November 2008,
provides no contractual obligation regarding retirement and no health
benefits.
CEO
Employment Agreement
With
the
remarkable increase in the Company’s sales performance, increase in common stock
value, and the required assistance needed for future acquisition strategies,
the
Committee wanted to ensure the continued services of the CEO. After
negotiations, a four-year employment agreement for the current CEO was agreed
to
during April 2006, which expires in April 2010. This employment agreement
was
filed as Exhibit 10.1 to the Company’s Form 10-Q filed on July 28, 2006.
CEO
Employment Agreement Signing Bonus The
CEO
agreement included a signing bonus of $750,000, of which, one third ($250,000)
was earned and due at the agreement date, another one third is earned and
payable one year after the agreement date, and the final one third will be
earned and payable two years from the agreement date.
CEO
Special Performance Cash Award The
CEO
is entitled to a special performance cash award at the end of the four-year
employment agreement (April 2010). If the common stock price has increased
above
$19.05 per share (the
agreement date’s average stock price), the difference above $19.05 per share, if
any, shall be multiplied by one million and paid to the CEO as he instructs
over
the four years following the April 2010 employment agreement
expiration.
CEO
Contractual Obligations Under
the
CEO’s employment agreement the Company will provide a contractual obligation
to
Mr. Taylor upon his expected retirement in April 2010 per the employment
agreement. The amount of the contractual obligation, if any, to be paid out
will
be at such time the CEO elects his contractual rights regarding retirement
under
his employment agreement. If or when, the contractual obligation were to
become
applicable, the calculated value at December 31, 2006, would be approximately
$3.7 million assuming the CEO retires at the end of his agreement and receives
monthly payments for an estimated fifteen year period.
Other
Executive Officers Employment Agreements
The
Committee also wanted to ensure the continued services of the current executive
officers and therefore has employment agreements with; (i) Mr. Rodia, who
holds
the position of Executive Vice President and Chief Operating Officer, the
agreement expires November 2008 and the agreement was filed as Exhibit 10.8
to
the Company’s Form 10-K filed on February 24, 2006; (ii) Mr. Hackamack who holds
the position of Vice President of Finance and Treasurer, the agreement expires
April 2010, and the agreement was filed as Exhibit 10.2 to the Company’s Form
10-Q filed on July 28, 2006; and (iii) Ms. Holley who holds the position
of Vice
President, Secretary and General Counsel, the agreement expires April 2010,
and
the agreement was filed as Exhibit 10.3 to the Company’s Form 10-Q filed on July
28, 2006.
Other
Executive Officers Employment Agreement Signing Bonuses Certain
Vice President agreements included a $50,000 signing bonus that was earned
and
due at the agreement date.
12
COMPENSATION
DISCUSSION AND ANALYSIS (continued)
Other
Executive Officers Contractual Obligations The
employment agreement of Mr. Rodia, the Executive Vice President and Chief
Operating Officer, does not provide for any contractual obligations regarding
retirement. Under the other executive officers employment agreements the
Company
will provide for contractual obligations to Mr. Hackamack and Ms. Holley
that
are due upon retirement. The amount of the contractual obligation, if any,
to be
paid out will be at such time that Mr. Hackamack and Ms. Holley elect their
contractual rights regarding retirement under their employment agreement.
If, or
when, the contractual obligation were to become applicable, the calculated
value
at December 31, 2006, assuming they retire at their respective retirement
dates
and each receive monthly payments for an estimated fifteen year period, the
contractual obligation for Mr. Hackamack would be approximately $0.8 million
and
for Ms. Holley would be approximately $1.2 million.
Potential
Payments on Change of Control
The
following amounts reflect the amount of compensation to each of the named
executive officers of the Company in the event of a change of control as
of
December 31, 2006. The final amounts to be paid out can only be determined
at
the time of such a change of control and the individual elects their contractual
rights under their respective employment agreements. The Company’s executive
officers would receive cash compensation and contractual obligations per
the
respective agreements for the (i) Chairman and Chief Executive Officer (Mr.
Taylor); (ii) Executive Vice President and Chief Operating Officer (Mr. Rodia);
(iii) Vice President of Finance and Treasurer (Mr. Hackamack); and (iv) Vice
President, Secretary and General Counsel (Ms. Holley).
The
following table summarizes the potential payments in the event of a change
in
control as of December 31, 2006:
|
Description
|
Maurice
M. Taylor Jr.
|
|
|
Ernest
J. Rodia
|
|
|
Kent
W. Hackamack
|
|
|
Cheri
T. Holley
|
|||
|
Cash
compensation
|
$
|
3,686,538
|
$
|
598,076
|
$
|
767,308
|
$
|
767,308
|
|||||
|
Contractual
obligations due
in retirement
|
3,758,031
|
-
|
811,356
|
1,199,406
|
|||||||||
|
Total
|
$
|
7,444,569
|
$
|
598,076
|
$
|
1,578,664
|
$
|
1,966,714
|
Retirement
or Voluntary Termination of Employment
If
an
executive officer retires or voluntarily terminates their employment with
the
Company without a change of control, they would receive compensation payments
for any unused vacation. The CEO and certain Vice Presidents would be entitled
to their respective contractual payments upon reaching their respective
retirement age, if that event becomes applicable.
The
following table summarizes the payments due on retirement or termination
of
employment:
|
Description
|
Maurice
M. Taylor Jr.
|
Ernest
J. Rodia
|
Kent
W. Hackamack
|
Cheri
T. Holley
|
|||||||||
|
Cash
compensation
|
$
|
86,538
|
$
|
23,076
|
$
|
17,308
|
$
|
17,308
|
|||||
|
Contractual
obligations due
in retirement
|
3,758,031
|
-
|
811,356
|
1,199,406
|
|||||||||
|
Total
|
$
|
3,844,569
|
$
|
23,076
|
$
|
828,664
|
$
|
1,216,714
|
|||||
Conclusion
The
Committee has reviewed the executive officer compensation packages of the:
(i)
Chairman and Chief Executive Officer, (ii) Executive Vice President and Chief
Operating Officer, (iii) Vice President of Finance and Treasurer, and (iv)
Vice
President, Secretary, and General Counsel. Based on this review, the Committee
finds these compensation packages, in the aggregate, to be fair and reasonable
to the Company.
13
COMPENSATION
OF EXECUTIVE OFFICERS
The
following tables will summarize the compensation for all of the Company’s
executive officers, a total of four individuals, as follows: (i) Chairman
and
Chief Executive Officer (Mr. Taylor), (ii) Executive Vice President and Chief
Operating Officer (Mr. Rodia), (iii) Vice President of Finance and Treasurer
(Mr. Hackamack), and (iv) Vice President, Secretary and General Counsel (Ms.
Holley).
SUMMARY
COMPENSATION TABLE
The
following table summarizes the 2006 compensation for all four of the Company’s
named executive officers:
|
Name
and Principal Position as
of December 31, 2006
|
Year
|
Salary
|
Bonus
|
Stock
Awards
|
Option
Awards
|
Non-Equity
Incentive Plan Compensation Earnings
|
Change
in Pension Value and Nonqualified Deferred Compensation
Earnings
|
All
Other (a)
Compensation
|
Total
|
|||||||||||||||||||
|
Maurice
M. Taylor Jr.
|
2006
|
$
|
666,667
|
$
|
1,100,000
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
47,019
|
$
|
1,813,686
|
|||||||||||
|
Chief Executive Officer
|
||||||||||||||||||||||||||||
|
and Chairman (b) (c)
|
||||||||||||||||||||||||||||
|
Ernest
J. Rodia
|
2006
|
$
|
300,000
|
$
|
75,000
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
375,000
|
|||||||||||
|
Executive Vice President and
|
||||||||||||||||||||||||||||
|
Chief Operating Officer
|
||||||||||||||||||||||||||||
|
Kent
W. Hackamack
|
2006
|
$
|
220,000
|
$
|
150,000
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
16,476
|
$
|
386,476
|
|||||||||||
|
Vice President of Finance
|
||||||||||||||||||||||||||||
|
and Treasurer
|
||||||||||||||||||||||||||||
|
Cheri
T. Holley
|
2006
|
$
|
220,000
|
$
|
150,000
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
16,476
|
$
|
386,476
|
|||||||||||
|
Vice President, Secretary
|
||||||||||||||||||||||||||||
|
and General Counsel (c)
|
||||||||||||||||||||||||||||
| (a) |
All
other compensation represents unused vacation payouts and 401(k)
matching
contributions as follows: Mr. Taylor, $43,269 in unused vacation
and
$3,750 in 401(k) match; Mr. Hackamack, $12,981 in unused vacation
and
$3,495 in 401(k) match; and Ms. Holley, $12,981 in unused vacation
and
$3,495 in 401(k) match.
|
| (b) |
Effective
April 2006, Mr. Taylor has
a
$750,000 annual base salary.
|
| (c) |
The
Chief Executive Officer and Secretary are brother and
sister.
|
GRANTS
OF PLAN-BASED AWARDS
The
following table illustrates the Company had no 2006 grants of plan-based
awards
for any of the four named executive officers:
|
Estimated
Future Payouts Under Non-Equity Incentive Plan
Awards
|
Estimated
Future Payouts Under Equity Incentive Plan
Awards
|
All
Other Stock Awards:
|
All
Other Option Awards:
|
|||||||||||||||||||||||||||||||
|
Name
|
|
|
Grant
Date
|
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
Number
of Shares of Stock or
Units
|
|
Number
of Securities Underlying Options
|
|
Exercise
or Base Price of Option Awards
|
|
Grant
Date Fair Value of Stock and Option Awards
|
|
||||
|
Maurice
M. Taylor Jr.
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||
|
Ernest
J. Rodia
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||
|
Kent
W. Hackamack
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||
|
Cheri
T. Holley
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||
14
OUTSTANDING
EQUITY AWARDS AT YEAR-END
The
following table summarizes the outstanding equity awards at year-end December
31, 2006,
for all
four of the Company’s named executive officers:
|
Option
Awards
|
Stock
Awards
|
|||||||||||||||||||||||||||
|
Name
|
Number
of Securities Underlying Unexercised Options Exercisable
|
Number
of Securities Underlying Unexercised Options Unexercisable
|
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised
Unearned Options
|
Option
Exercise Price
|
Option
Expiration Date
|
Number
of Shares or Units of Stock that have not Vested
|
Market
Value of Shares or Units of Stock that have not Vested
|
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other
Rights
that have not Vested
|
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares,
Units or
Other Rights that have not Vested
|
|||||||||||||||||||
|
Maurice
M. Taylor Jr.
|
#
47,060
|
-
|
-
|
$
|
12.75
|
1/31/2007
|
-
|
-
|
-
|
-
|
||||||||||||||||||
|
#
44,450
|
-
|
-
|
$
|
18.00
|
1/30/2008
|
-
|
-
|
-
|
-
|
|||||||||||||||||||
|
|
#
100,000
|
-
|
-
|
$
|
8.00
|
1/29/2009
|
-
|
-
|
-
|
-
|
||||||||||||||||||
|
|
#
75,815
|
-
|
-
|
$
|
13.35
|
6/24/2015
|
-
|
-
|
-
|
-
|
||||||||||||||||||
|
|
#
75,815
|
-
|
-
|
$
|
17.18
|
12/16/2015
|
-
|
-
|
-
|
-
|
||||||||||||||||||
|
Ernest
J. Rodia
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||
|
Kent
W. Hackamack
|
#
4,910
|
-
|
-
|
$
|
12.75
|
1/31/2007
|
-
|
-
|
-
|
-
|
||||||||||||||||||
|
|
#
3,820
|
-
|
-
|
$
|
18.00
|
1/30/2008
|
-
|
-
|
-
|
-
|
||||||||||||||||||
|
|
#
9,380
|
-
|
-
|
$
|
8.00
|
1/29/2009
|
-
|
-
|
-
|
-
|
||||||||||||||||||
|
|
#
35,000
|
-
|
-
|
$
|
13.35
|
6/24/2015
|
-
|
-
|
-
|
-
|
||||||||||||||||||
|
#
35,000
|
-
|
-
|
$
|
17.18
|
12/16/2015
|
-
|
-
|
-
|
-
|
|||||||||||||||||||
|
Cheri
T. Holley
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||
OPTION
EXERCISES AND STOCK VESTED
The
following table summarizes the option exercises during 2006 for all four
of the
Company’s named executive officers:
|
Option
Awards
|
Stock
Awards
|
||||||||||||
|
Name
|
Number
of Shares Acquired
on Exercise
|
Value
Realized on
Exercise
|
Number
of Shares Acquired
on Vesting
|
Value
Realized on
Vesting
|
|||||||||
|
Maurice
M. Taylor Jr.
|
#
37,500
|
$
|
56,438
|
-
|
-
|
||||||||
|
Ernest
J. Rodia
|
-
|
-
|
-
|
-
|
|||||||||
|
Kent
W. Hackamack
|
-
|
-
|
-
|
-
|
|||||||||
|
Cheri
T. Holley
|
#
88,110
|
$
|
493,415
|
-
|
-
|
||||||||
15
PENSION
BENEFITS
The
table
illustrates the Company had no pension plan for any of the four named executive
officers. However, the CEO and certain Vice Presidents have contractual
agreements that have certain payments due in retirement per their respective
employment agreements, if that event were to become applicable (see Compensation
and Discussion Analysis).
|
Name
|
Plan
Name
|
Number
of Years
Credited
Service
|
Present
Value of Accumulated
Benefit
|
Payments
During Last
Fiscal Year
|
|||||||||
|
Maurice
M. Taylor Jr.
|
n/a
|
-
|
$
|
-
|
$
|
-
|
|||||||
|
Ernest
J. Rodia
|
n/a
|
-
|
-
|
-
|
|||||||||
|
Kent
W. Hackamack
|
n/a
|
-
|
-
|
-
|
|||||||||
|
Cheri
T. Holley
|
n/a
|
-
|
-
|
-
|
|||||||||
NONQUALIFIED
DEFERRED COMPENSATION
The
following table illustrates the Company had no nonqualified deferred
compensation for any of the four named executive officers:
|
Name
|
Executive
Contributions in
Last
FY
|
Registrants
Contributions in
Last
FY
|
Aggregate
Earnings in
Last FY
|
Aggregate
Withdrawals/ Distributions
|
Aggregate
Balance in
Last FYE
|
|||||||||||
|
Maurice
M. Taylor Jr.
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
|
Ernest
J. Rodia
|
-
|
-
|
-
|
-
|
-
|
|||||||||||
|
Kent
W. Hackamack
|
-
|
-
|
-
|
-
|
-
|
|||||||||||
|
Cheri
T. Holley
|
-
|
-
|
-
|
-
|
-
|
|||||||||||
16
REPORT
OF THE AUDIT COMMITTEE
The
Audit
Committee of the Board of Directors (the “Committee”) is composed of four
independent non-employee directors. The Board of Directors (“Board”) has
determined that the members of the Committee satisfy the requirements of
the New
York Stock Exchange (“NYSE”) with respect to independence, experience and
financial literacy. Mr. Campbell and Mr. Quain meet the requirements of the
NYSE
as Financial Experts of the Committee. The Committee operates under a written
charter adopted May 18, 2000, and amended January 20, 2004. This charter
is
available on the Company’s website: www.titan-intl.com.
The
Committee has met quarterly with management, internal audit and the independent
registered public accounting firm, individually and together, to review and
approve the financial press releases, Form 10-Q and Form 10-K reports prior
to
their filing and release of earnings for 2006. The Committee has met in
executive sessions and makes reports to the Board. The Committee has been
active
in the Sarbanes-Oxley 404 process and met as often as necessary to ensure
that
the process is on-going and the Company meets the year end December 31, 2006,
requirements. Mr. Campbell has attended the Company’s Sarbanes-Oxley 404
training and is a participant in the Company’s risk assessment meetings. The
Audit Committee met a total of six times in 2006.
The
Committee has completed an annual evaluation and in their opinion has met
the
requirements of their charter, the New York Stock Exchange and the Securities
and Exchange Commission. The Committee has reviewed the Audit Committee Charter
and has found it complies with the requirements of the New York Stock Exchange.
The Audit Committee recommended that the Company’s audited financial statements
be included in the Company’s Annual Report on Form 10-K for the year ended
December 31, 2006.
The
Committee has selected PricewaterhouseCoopers LLP (“PWC”) to serve as the
independent registered public accounting firm for the Company for 2007 with
stockholders approval. The Committee has discussed the issue of independence
with PWC and is satisfied that they have met the independence requirement
including receipt of the written disclosures and the letter from PWC as required
by ISB No. 1 (Independence Standards Board Standard No.1, Independence
Discussions with Audit Committees).
The
Committee has discussed with PWC the matters required by SAS 61 (Codification
of
Statements on Auditing Standards, Communication
with Audit Committees).
The
Committee meets independently with PWC to discuss the accounting principles
applied by management and to discuss the quality of the Company’s internal audit
function. PWC reported to the Committee that there were no unresolved matters
with management to report. The Committee has established procedures for the
receipt, retention and treatment of complaints relating to the Company. The
members of the Audit Committee are not professionally engaged in the practice
of
auditing or accounting and are not experts in those fields, but make every
effort to test the veracity of facts and accounting principles applied by
management.
|
Members
of the Audit Committee:
|
|
|
Albert
J. Febbo, Chairman
|
|
|
Edward
J. Campbell
|
|
|
Mitchell
I. Quain
|
|
|
Anthony
L. Soave
|
17
REPORT
OF THE COMPENSATION COMMITTEE
The
Compensation Committee of the Board of Directors (the “Committee”) is composed
of five independent non-employee directors. The Board of Directors (“Board”) has
determined that the members of the Committee are independent. The Committee
provides oversight of all executive compensation and benefit programs. The
Committee operates under a written charter adopted January 20, 2004, which
is
posted on the Company’s website: www.titan-intl.com.
The
philosophy of the Committee as it relates to executive compensation is that
the
Chief Executive Officer (“CEO”) and other executive officers should be
compensated at competitive levels sufficient to attract, motivate and retain
talented executives who are capable of leading the Company in achieving its
business objectives in an industry facing increasing competition and change.
Annual
compensation for the Company’s executive officers consists of base salary and
bonus compensation. Salary levels of the Company executives are reviewed
and are
normally adjusted annually, and any bonuses are normally awarded annually.
In
determining appropriate salaries, the Committee considers: (i) the CEO’s
recommendations as to compensation for all other executive officers; (ii)
the
scope of responsibility, experience, time and position and individual
performance of each executive officer, including the CEO; and (iii) compensation
levels of other companies in the industry. The Committee’s analysis is a
subjective process, which utilizes no specific weights or formulas of the
aforementioned factors in determining executives’ base salaries.
The
Committee considers bonus compensation to be the primary motivational method
for
encouraging and rewarding outstanding individual performance, especially
for the
Company’s executive officers, and overall performance of the Company. Bonuses
are based primarily upon: (i) performance of the Company; (ii) performance
of
the individual; and (iii) recommendation of the CEO. The purpose of awarding
bonuses is to provide a special incentive to maximize individual performance
and
the overall performance of the Company. There
are
employment contracts for the executive officers, which are also
considered.
In
determining the total compensation package for the CEO for 2006, the Committee
considered all of the factors discussed above. Additionally, the Committee
considered the Company’s performance, the success of the Company’s facilities in
surpassing their objectives, the extent and timing of the additions to the
Company during the year, the quality and efficiency of the Company’s staff, and
certain other factors relating to the Company’s performance.
The
Committee discussed director compensation and made suggestions to the Board.
The
Committee has completed an annual evaluation and in their opinion has met
the
requirements of their charter. The Committee has reviewed the Compensation
Committee Charter and has found it complies with requirements of the New
York
Stock Exchange. The Committee makes a report to the Board when appropriate.
The
Committee met twice during 2006.
The
Compensation Committee of the Company has reviewed and discussed the
Compensation Discussion and Analysis required by Item 402(b) of Regulation
S-K
with management and, based on such review and discussions, the Committee
recommended that the Compensation Discussion and Analysis be included in
this
Proxy Statement.
|
Members
of the Compensation Committee:
|
|
|
Mitchell
I. Quain, Chairman
|
|
|
Edward
J. Campbell
|
|
|
Richard
M. Cashin Jr.
|
|
|
Albert
J. Febbo
|
|
|
Anthony
L. Soave
|
18
REPORT
OF THE NOMINATING/CORPORATE GOVERNANCE COMMITTEE
The
Nominating/Corporate Governance Committee of the Board of Directors (the
“Committee”) is composed of four independent non-employee directors and provides
guidance to the Board of Directors (“Board”) regarding corporate governance
guidelines. In addition, the Committee develops criteria, identifies, screens
and nominates candidates for election to the Board giving attention to the
composition of the Board and its committees. The Committee operates under
a
written charter adopted January 20, 2004, and this charter is available on
the
Company’s website: www.titan-intl.com.
The
Committee recommended to the Board that Maurice M. Taylor Jr. and Edward
J.
Campbell stand for re-election
as Class I directors based on approved criteria. In addition, the Committee
recommended to the Board that J. Michael A. Akers stand for election as a
Class
I director with the approval and adoption of the Company’s bylaw amendment to
increase the number of board of director positions.
The
Committee has accomplished the following per their charter: (i) oversight
of the
development and recommendation of a set of corporate governance guidelines;
(ii)
oversight of the evaluation of the Board and management; (iii) evaluation
of the
Committee and its success in meeting the requirements of the Charter;
(iv)
review and assurance of the adequacy of the Nominating/Corporate Governance
Committee Charter; and (v) presentation of reports to the Board when
appropriate. Mr. Campbell has attended the Company’s Sarbanes-Oxley 404 training
and is a participant in the Company’s risk assessment meetings. The Committee
met two times in 2006.
The
Committee has given particular attention to corporate governance compliance
issues established by the Securities and Exchange Commission and the New
York
Stock Exchange. The Company has posted its corporate governance guidelines
on
the Company’s website.
|
Members
of the Nominating/Corporate Governance Committee:
|
|
|
Edward
J. Campbell, Chairman
|
|
|
Albert
J. Febbo
|
|
|
Mitchell
I. Quain
|
|
|
Anthony
L. Soave
|
19
CORPORATE
GOVERNANCE
Independence
The
Board
of Directors (“Board”) has determined that five of the Company’s seven directors
are independent under the rules of the New York Stock Exchange. The independent
directors are: Edward J. Campbell, Richard M. Cashin Jr., Albert J. Febbo,
Mitchell I. Quain and Anthony L. Soave. The two directors who are not
independent are Erwin H. Billig, Vice Chairman of the Board, and Maurice
M.
Taylor Jr., Chief Executive Officer and Chairman of the Board. Each of the
directors serving on the Audit Committee, the Compensation Committee and
the
Nominating/Corporate Governance Committee are independent under the standards
of
the New York Stock Exchange.
Meetings
of Non-Employee Directors
When
the
non-employee directors of the Board or respective committees meet in executive
session without management, and their chairman is unavailable for the executive
session, a temporary chair is selected from among the directors present to
preside at the executive session.
Charters
The
Company has adopted Charters for its Audit, Compensation and
Nominating/Corporate Governance Committees. These Charters are published
on the
Company’s website: www.titan-intl.com.
The
Company will provide without charge a copy of the Charters to any stockholder
upon written request to the Corporate Secretary, Titan International, Inc.,
2701
Spruce Street, Quincy, IL 62301.
Corporate
Governance and Business Conduct Policies
The
Company’s Corporate Governance Policy and Business Conduct Policy are published
on the Company’s website: www.titan-intl.com.
The
Company will provide, without charge, a copy of the Policies to any stockholder
upon written request to the Corporate Secretary, Titan International, Inc.,
2701
Spruce Street, Quincy, IL 62301.
Communication
with the Board of Directors
Correspondence
for any member of Titan’s Board of Directors must be sent in writing to his
attention: c/o
Corporate Secretary, Titan International, Inc., 2701 Spruce Street, Quincy,
IL
62301. Any written communication will be forwarded to the Board for its
consideration.
Director
Nomination Process
The
Nominating/Corporate Governance Committee and other members of the Board
identify candidates for consideration by the Nominating/Corporate Governance
Committee. An executive search firm may also be utilized to identify qualified
candidates for consideration. The Nominating/Corporate Governance Committee
evaluates candidates based on the qualifications for director described in
its
charter. These qualifications include, among other things, integrity, business
experience, stature in their field of endeavor, diversity of perspective,
ability to reach thoughtful, independent and logical judgments on difficult
and
complex issues, and whether the candidate meets the independence standards
of
the Securities and Exchange Commission and the New York Stock Exchange. The
Nominating/Corporate Governance Committee then presents qualified candidates
to
the full Board of Directors for consideration and selection.
The
Nominating/Corporate Governance Committee will consider nominees for election
to
the Board that are recommended by stockholders, applying the same criteria
for
candidates as discussed above, provided that a description of the nominees’
qualifications for the directorship, experience and background, a written
consent by a nominee to act as such, and other information specified in the
Bylaws, accompany the stockholder’s recommendation. Any stockholder nominations
for election as directors at the 2008 Annual Meeting must be delivered to
Titan
at the address set forth below, not later than December 3, 2007. All nominations
must be sent to the Nominating/Corporate Governance Committee, c/o Corporate
Secretary, Titan International, Inc., 2701 Spruce Street, Quincy, IL
62301.
Director
Attendance at Annual Meetings
The
Company does not require its directors to attend the Annual Meeting of
Stockholders. However, the directors make every attempt to attend this
meeting.
20
PERFORMANCE
COMPARISON GRAPH
The
following performance graph compares cumulative total return for the Company’s
common stockholders over the past five years against the cumulative total
return
of the Standard & Poor’s 500 Stock Index, and against the Standard &
Poor’s 600 Construction and Farm Machinery and Heavy Trucks Index. The graph
depicts the value on December 31, 2006, of a $100 investment made on December
31, 2001, in Company common stock and each of the other two indices, with
all
dividends reinvested. The Company’s common stock is currently traded on the New
York Stock Exchange under the symbol of TWI.
Fiscal
Year Ended December 31,
|
|
2001
|
2002
|
2003
|
2004
|
2005
|
2006
|
|||||||||||||
|
Titan
International, Inc.
|
$
|
100.00
|
$
|
28.49
|
$
|
65.97
|
$
|
326.28
|
$
|
373.25
|
$
|
436.47
|
|||||||
|
S&P
500 Index
|
100.00
|
77.90
|
100.25
|
111.15
|
116.61
|
135.03
|
|||||||||||||
|
S&P
600 Const. & Farm Machinery Index
|
100.00
|
106.30
|
179.20
|
240.18
|
305.31
|
411.72
|
|||||||||||||
21
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth information regarding the beneficial ownership
of the
Company's common stock as of December 31, 2006, by
(i)
each person who is known by the Company to own beneficially more than 5%
of the
Company's common stock, (ii) each director and nominee for director, (iii)
each
of the named executive officers, and (iv) all directors and executive officers
as a group.
|
Shares
Beneficially Owned
|
|||||||
|
Name
and Address of Beneficial Owner
|
Number
(a)
|
Percent
|
|||||
|
Jana
Partners LLC
536
Pacific Avenue
San
Francisco, CA 94133
|
4,498,800
|
(b)
|
22.6
|
%
|
|||
|
Wellington
Management Company, LLP
75
State Street
Boston,
MA 02109
|
1,246,000
|
(c)
|
6.3
|
%
|
|||
|
Cheyne
Capital Management (UK) LLP
Stornoway
House, 13 Cleveland Row,
London,
England SW1A 3DH
|
1,075,000
|
(c)
|
5.4
|
%
|
|||
|
Barclays
Bank PLC
54
Lombard Street
London,
England EC3P 3AH
|
1,037,037
|
(c)
|
5.2
|
%
|
|||
|
Luxor
Capital Group, LP
599
Lexington Avenue, 35th
Floor
New
York, NY 10022
|
1,006,404
|
(c)
|
5.1
|
%
|
|||
|
Named
Executive Officers & Directors
|
|||||||
|
Maurice
M. Taylor Jr.
|
1,287,306
|
(d)
|
6.4
|
%
|
|||
|
Anthony
L. Soave
|
718,500
|
3.6
|
%
|
||||
|
Richard
M. Cashin Jr.
|
383,429
|
1.9
|
%
|
||||
|
Mitchell
I. Quain
|
206,800
|
1.0
|
%
|
||||
|
Kent
W. Hackamack
|
90,530
|
*
|
|||||
|
Edward
J. Campbell
|
77,250
|
*
|
|||||
|
Erwin
H. Billig
|
63,000
|
*
|
|||||
|
Albert
J. Febbo
|
46,000
|
*
|
|||||
|
Ernest
J. Rodia
|
250
|
*
|
|||||
|
Cheri
T. Holley
|
0
|
*
|
|||||
|
All
named executive officers & directors as a group (ten
persons)
|
2,873,065
|
13.9
|
%
|
||||
|
___________________________
* Less
than one percent.
|
|||||||
|
(a)
|
Except
for voting powers held jointly with a person's spouse, represents
sole
voting and investment power unless otherwise indicated. Includes
unissued
shares subject to options exercisable within 60 days after December
31,
2006, as follows: Mr. Taylor, 343,140 shares; Mr. Hackamack, 88,110
shares; Mr. Campbell, 64,000 shares; Mr. Soave, 64,000 shares;
Mr. Cashin,
46,000 shares; Mr. Quain, 46,000 shares; Mr. Billig, 45,000 shares;
Mr.
Febbo, 37,000 shares; all named executive officers and directors
as a
group, 733,250 shares.
|
|
(b)
|
Based
on information contained in a Schedule 13D filed with the Securities
and
Exchange Commission.
|
|
(c)
|
Based
on information contained in a Schedule 13G filed with the Securities
and
Exchange Commission.
|
|
(d)
|
Includes
780,150 shares held jointly by Mr. Taylor and his wife as to which
they
share voting and dispositive power. Also includes 164,016 shares
held by
Mr. Taylor as to which he has sole voting and dispositive power.
|
22
SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under
the
securities laws of the United States, the directors and executive officers
of
the Company and the persons who own more than 10% of the Company's common
stock
are required to report their initial ownership of the Company's common stock
and
any subsequent changes in that ownership to the Securities and Exchange
Commission and to the New York Stock Exchange. Specific due dates for these
reports have been established, and the Company is required to disclose in
this
proxy statement any late filings during 2006. To the Company's knowledge,
based
solely on its review of the copies of such reports required to be furnished
to
the Company during 2006, all of these reports were believed to be timely
filed.
RELATED
PARTY TRANSACTIONS
The
Company sells products and pays commissions to companies controlled by persons
related to the Chief Executive Officer of the Company. During 2006, 2005
and
2004, sales of Titan product to these companies were approximately $6.4 million,
$6.5 million and $4.6 million, respectively. On other sales referred to Titan
from these manufacturing representative companies, commissions were
approximately $2.0 million, $1.6 million and $1.5 million during 2006, 2005
and
2004, respectively. These sales and commissions were made in the ordinary
course
of business and were made on terms no less favorable to Titan than comparable
sales and commissions to unaffiliated third parties. At December 31, 2006
and
2005, Titan had trade receivables of approximately $0.6 million and $0.9
million
due from these companies, respectively.
STOCKHOLDER
PROPOSALS
Any
proposal to be presented at the 2008 Annual Meeting of Stockholders must
be
received at the principal executive offices of the Company no later than
December 3, 2007, in order to be considered for inclusion in the Company’s proxy
statement and form of proxy relating to such Annual Meeting of Stockholders.
Any
such proposals must comply in all respects with the rules and regulations
of the
Securities and Exchange Commission relating to stockholder proposals, and
it is
suggested that proponents of any proposals submit such proposals to the Company
sufficiently in advance of the deadline by Certified Mail-Return Receipt
Requested.
If
a
stockholder intends to present a proposal at the Company’s 2008 Annual Meeting
of Stockholders without the inclusion of such proposal in the Company’s proxy
material and written notice of such proposal is not received by the Company
on
or before February 14, 2008, proxies solicited by the Board of Directors
for the
2008 Annual Meeting of Stockholders will confer discretionary authority to
vote
on such proposal if presented at the meeting. Stockholders’ proposals should be
sent to: Cheri T. Holley, Secretary of Titan International, Inc., 2701 Spruce
Street, Quincy, IL 62301. The Company reserves the right to reject, rule
out of
order, or take other appropriate action with respect to any proposal that
does
not comply with these and other applicable requirements.
23
HOUSEHOLDING
INFORMATION
Pursuant
to the rules of the Securities and Exchange Commission, services that deliver
the Company’s communications to stockholders that hold their stock through a
bank, broker or other holder of record, may deliver a single copy of the
Company’s Annual Report to Stockholders including Form 10-K and Proxy Statement
to multiple stockholders sharing the same address. Upon written request,
Titan
will promptly deliver a separate copy of the Annual Report including Form
10-K
and/or Proxy Statement to any stockholder at a shared address. Stockholders
may
notify Titan of their requests by writing to Titan International, Inc.,
attention Investor Relations, 2701 Spruce Street, Quincy, IL 62301.
COST
OF PROXY SOLICITATION
The
costs
of solicitation of proxies will be borne by the Company. In addition to the
use
of the mail, proxies may be solicited personally or by telephone, facsimile
transmission or telegraph, by directors, officers or regular employees of
the
Company, without additional compensation. It is contemplated that brokerage
houses, custodians, nominees and fiduciaries will be requested to forward
the
soliciting material to the beneficial owners of the Company’s Common Stock held
of record by such persons, and will be reimbursed by the Company for reasonable
expenses incurred therewith.
|
By
Order of the Board of Directors,
|
||
|
/s/
CHERI T. HOLLEY
|
||
|
Quincy,
Illinois
|
Cheri
T. Holley
|
|
|
March
30, 2007
|
Secretary
|
24
Appendix
A
PROPOSED
AMENDMENT TO BYLAWS
OF
TITAN INTERNATIONAL, INC.
DIRECTORS
PRESENT
PROVISION:
Section
3.2 - Number,
Tenure and Qualifications.
The
number of directors which shall constitute the whole board shall be such
number
as the Board of Directors may determine from time to time but shall not be
less
than three (3) nor more than seven (7). Directors need not be residents of
Illinois or shareholders of the corporation. The term of office of each director
shall be three (3) years, and as nearly as practicable, taking into account
the
increases or decreases in the number of directors constituting the Board
of
Directors, one-third of the Board of Directors shall be elected each year
at the
annual meeting. In order to implement the foregoing, the nominees for election
at the 1994 Annual Meeting shall be divided into three (3) classes (Class
1,
Class 2 and Class 3) whose term shall expire on the date of the 1995, 1996
and
1997 Annual Meetings, respectively. In the event of a change in the number
of
directors, the resolution effecting such change shall specify the years in
which
the terms of the directorships thereby created shall first expire.
PROPOSED
PROVISION (changes marked):
Section
3.2 - Number,
Tenure and Qualifications.
The
number of directors which shall constitute the whole board shall be such
number
as the Board of Directors may determine from time to time but shall not be
less
than threefive
(35)
nor
more than sevennine
(79).
Directors need not be residents of Illinois or shareholders of the corporation.
The term of office of each director shall be three (3) years, and as nearly
as
practicable, taking into account the increases or decreases in the number
of
directors constituting the Board of Directors, one-third of the Board of
Directors shall be elected each year at the annual meeting. The
three classes of directors are designated as Class I, Class II and Class
III.
In
order to implement the foregoing, the nominees for election at the 1994 Annual
meeting shall be divided into three (3) classes (Class 1, Class 2 and Class
3)
whose term shall expire on the date of the 1995, 1996 and 1997 Annual Meetings,
respectively. In
the
event of a change in the number of directors, the resolution effecting such
change shall specify the years in which the terms of the directorships thereby
created shall first expire.
Note: Deleted
Provisions are marked through: xxxx
Added
Provisions are underscored: xxxx
PROPOSED
PROVISION (changes unmarked):
Section
3.2 - Number,
Tenure and Qualifications.
The
number of directors which shall constitute the whole board shall be such
number
as the Board of Directors may determine from time to time but shall not be
less
than five (5) nor more than nine (9). Directors need not be residents of
Illinois or shareholders of the corporation. The term of office of each director
shall be three (3) years, and as nearly as practicable, taking into account
the
increases or decreases in the number of directors constituting the Board
of
Directors, one-third of the Board of Directors shall be elected each year
at the
annual meeting. The three classes of directors are designated as Class I,
Class
II and Class III. In the event of a change in the number of directors, the
resolution effecting such change shall specify the years in which the terms
of
the directorships thereby created shall first expire.
A-1
Titan
International, Inc.
2701
Spruce Street ·
Quincy,
IL 62301
www.titan-intl.com
| This proxy will be voted as directed or, if no direction is indicated, will be voted FOR Proposals 1, 2, 3 and 4. | Please Mark Here for Address Change or Comments |
o | |||||||||||||||||
| SEE REVERSE SIDE | |||||||||||||||||||
| The Board of Directors recommends a vote FOR Proposals 1, 2, 3 and 4. | |||||||||||||||||||
| 1. | Election
of Directors Nominees: 01 Edward J. Campbell 02 Maurice M. Taylor Jr. |
FOR o |
WITHHOLD o |
2.
|
Amend the Bylaws to increase the Number of Board of Director Positions — Amends the Company’s Bylaws to increase the number of board of director positions of the Company to nine director positions from the seven director positions allowed under the current Bylaws. | FOR o |
WITHHOLD o |
||||||||||||
|
3.
|
Election of Mr. Akers as a Director Contingent upon Amendment to Bylaws — An additional Class I Director nominee standing for election to serve until the 2010 Annual Meeting. | FOR o |
WITHHOLD o |
||||||||||||||||
|
J.
Michael A. Akers
|
|||||||||||||||||||
| Withheld for the nominees you list below: (Write that nominee’s name in the space provided below.) |
4.
|
Ratification of Independent Registered Public Accounting Firm — To ratify the selection of independent registered public accounting firm, PricewaterhouseCoopers LLP, to audit the consolidated financial statements of the Company and its subsidiaries for 2007. | FOR o |
AGAINST o |
ABSTAIN o |
||||||||||||||
| Note: Please note that if you are attending the Annual Meeting, proof of Titan common stock ownership as of the record date must be presented, in addition to valid photo identification. |
|
Signature
|
|
Signature
|
|
Date
|
, 2007 | ||||||||||||||
| (This proxy must be signed exactly as the name appears hereon. If acting as attorney, executor, or trustee, or in corporate or representative capacity, please sign name and title.) | |||||||||||||||||||
|
|
|
Ù
FOLD
AND DETACH HERE Ù
|
WE
ENCOURAGE
YOU TO TAKE ADVANTAGE OF INTERNET OR TELEPHONE VOTING,
BOTH ARE AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK.
BOTH ARE AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK.
Internet
and telephone voting is available through 11:59 PM Eastern
Time
the day prior to annual meeting day.
the day prior to annual meeting day.
Your
Internet
or telephone vote authorizes the named proxies to vote your shares in the
same
manner
as if you marked, signed and returned your proxy card.
as if you marked, signed and returned your proxy card.
|
INTERNET
http://www.proxyvoting.com/twi Use the internet to vote your proxy. Have your proxy card in hand when you access the web site. |
OR
|
TELEPHONE
1-866-540-5760 Use any touch-tone telephone to vote your proxy. Have your proxy card in hand when you call. |
If
you vote your proxy by Internet or by telephone, you do NOT need to
mail back your proxy card.
To vote by mail, mark, sign and date your proxy card and return it in the enclosed postage-paid envelope.
To vote by mail, mark, sign and date your proxy card and return it in the enclosed postage-paid envelope.
| PROXY |
PROXY
|
TITAN
INTERNATIONAL, INC.
PROXY
SOLICITED BY
THE BOARD OF DIRECTORS FOR ANNUAL MEETING
THURSDAY, MAY 17, 2007, 11:00 A.M. EASTERN TIME
AT THE RITZ-CARLTON, DEARBORN
300 TOWN CENTER DRIVE
DEARBORN, MICHIGAN 48126
THURSDAY, MAY 17, 2007, 11:00 A.M. EASTERN TIME
AT THE RITZ-CARLTON, DEARBORN
300 TOWN CENTER DRIVE
DEARBORN, MICHIGAN 48126
The
undersigned
hereby constitutes and appoints Maurice M. Taylor Jr., Cheri T. Holley, and
each
of them, attorneys with full power of substitution, with the powers the
undersigned would possess if personally present, to vote all shares of Common
Stock of the undersigned in TITAN INTERNATIONAL, INC., at the Annual Meeting
of
Stockholders to be held on Thursday, May 17, 2007, and at any adjournments
thereof and on all matters properly coming before the
meeting.
This
proxy will be
voted as directed or, if no direction is indicated, will be voted FOR Proposals
1, 2, 3 and 4.
PLEASE
MARK, SIGN,
DATE AND RETURN THIS PROXY CARD
PROMPTLY IN THE ENVELOPE PROVIDED.
PROMPTLY IN THE ENVELOPE PROVIDED.
(Continued
and to be
signed on reverse side)
| Address Change/Comments (Mark the corresponding box on the reverse side) |
|
|
|
Ù
FOLD
AND DETACH HERE Ù
|
YOUR
VOTE IS
IMPORTANT.
PLEASE
MARK,
SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY IN THE ENVELOPE PROVIDED.
PROMPTLY IN THE ENVELOPE PROVIDED.