Titan Machinery (TITN) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 8, 2026, to elect three Class I directors, hold an advisory vote on executive compensation, and ratify Deloitte & Touche LLP as auditor for FY ending January 31, 2027.

• Only stockholders of record as of April 10, 2026, are entitled to vote; 23,309,167 shares outstanding, each with one vote and no cumulative voting rights.

• Voting can be done online, by phone, mail, or electronically during the virtual meeting; broker non-votes only count for quorum on routine matters.

Voting matters and shareholder proposals

• Proposal 1: Election of three Class I directors for three-year terms; nominees are Tony Christianson, Christine Hamilton, and Bryan Knutson.

• Proposal 2: Non-binding advisory vote to approve executive compensation (say-on-pay).

• Proposal 3: Ratification of Deloitte & Touche LLP as independent auditor for FY 2027.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of eight members across three staggered classes; six of eight directors are independent.

• Board committees (Audit, Nominating and Governance, Compensation) are composed entirely of independent directors.

• Lead Independent Director role established; regular executive sessions held without management.

• Mandatory retirement age of 75 for directors, with possible one-year waivers.

• Board skills matrix highlights expertise in executive leadership, industry knowledge, finance, strategy, and risk management.