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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Titan Machinery Inc | NASDAQ:TITN | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 22.82 | 22.70 | 27.50 | 4 | 13:56:43 |
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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TITAN MACHINERY INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Date Filed:
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1.
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To elect two directors each for a three-year term.
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2.
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To conduct an advisory vote on a non-binding resolution to approve the compensation of our named executive officers.
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3.
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To ratify the appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for the fiscal year ending January 31,
2020
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4.
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To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
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BY ORDER OF THE BOARD OF DIRECTORS
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David J. Meyer
Board Chair and Chief Executive Officer
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Purpose of the Annual Meeting
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At the Annual Meeting, our stockholders will act upon the following proposals outlined in the Notice of Annual Meeting of Stockholders:
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Proposal 1 - Election of Directors
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Proposal 2 - Advisory Vote to Approve the Compensation of our Named Executive Officers
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Proposal 3 - Ratification of Independent Registered Public Accounting Firm
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Following this, management of the Company will give a business update. Management will be available to respond to appropriate questions from stockholders.
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What is a Proxy?
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It is your legal designation of another person to vote the stock you own in the manner you direct. That other person is called a proxy. You may designate someone as your proxy in a written document, typically with a proxy card. We have authorized members of our senior management designated by the Board and named in your proxy card to represent you and to vote your shares as instructed. The proxies also may vote your shares at any adjournments or postponements of the Annual Meeting.
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What is a Proxy Statement?
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It is a document we give you when we are soliciting your designation of a proxy pursuant to Securities and Exchange Commission ("SEC") rules and regulations.
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Stockholder of Record
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If your shares were registered in your name with our transfer agent as of the record date, April 15, 2019, you are a stockholder of record with respect to those shares.
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Shares held in "Street Name"
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If you hold your shares in an account at a bank or broker, then you are the beneficial owner of shares held in "street name." Your bank or broker is considered the stockholder of record for purposes of voting at the Annual Meeting, but you, as the beneficial owner, have the right to direct your bank or broker on how to vote the shares held in your account at the Annual Meeting.
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Number of Shares Required to be Present to Hold the Annual Meeting
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In order to conduct the Annual Meeting, holders of a majority of the shares outstanding and entitled to vote as of the close of business on the record date, April 15, 2019, must be present in person or by proxy. This constitutes a quorum. Your shares are counted as present if you attend the Annual Meeting and vote in person, or if you vote by proxy. Shares represented by proxies that include abstentions and broker non-votes (described below) will be counted as present for purposes of establishing a quorum. If a quorum is not present, we will adjourn the Annual Meeting until a quorum is obtained.
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Proxy Solicitation and Cost
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The cost of soliciting proxies, including the preparation, assembly and mailing of the proxies and soliciting material, as well as the cost of forwarding that material to beneficial owners of the Company's common stock ("Common Stock"), will be borne by the Company. Directors, officers and employees of the Company may, without compensation other than their regular remuneration, solicit proxy votes personally or by telephone.
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VOTING INFORMATION
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Voting Methods
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Shares Held of Record
. All stockholders of record may vote by telephone, internet, or mail as described in the written proxy card or may vote in person at the Annual Meeting.
Shares Held In Street Name
. If your shares are held in "street name" you must instruct the record holder of your shares (i.e., your broker or bank) in order to vote. If your shares are held in "street name" and you want to attend the meeting and vote in person, you must obtain a legal proxy document from the record holder of your shares and bring it to the Annual Meeting.
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Revoking Your Proxy or Changing Your Vote
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Any stockholder giving a proxy designation may revoke it at any time prior to its use at the Annual Meeting by giving written notice of such revocation to the Corporate Secretary of the Company, at 644 East Beaton Drive, West Fargo, ND 58078, or by attending and voting at the Annual Meeting.
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Proposal 1 - Election of Directors (page 9)
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The Board has nominated two candidates for election to our Board.
On the vote to elect directors, stockholders may:
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Vote FOR one or both of the nominees; or
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WITHHOLD votes as to one or both of the nominees.
Directors will be elected by a plurality of the votes of stockholders present in person or represented by proxy at the annual meeting. This means that the
two
nominees who receive the greatest number of "FOR" votes cast will be elected as directors. If you "WITHHOLD" authority to vote with respect to any director nominee, your shares will be counted for purposes of establishing a quorum, but will have no effect on the election of that nominee.
The Board recommends that stockholders vote FOR the election of each nominee.
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Proposal 2 - Advisory Vote to Approve the Compensation of our Named Executive Officers (page 27)
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The Board is holding a non-binding advisory vote to approve the compensation of our named executive officers (commonly referred to as the "Say-on-Pay Vote"). Stockholders may:
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Vote FOR the proposal;
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Vote AGAINST the proposal; or
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ABSTAIN from voting on the proposal.
The affirmative vote of a majority of the shares present in person or by proxy and entitled to vote on the matter is required to approve Proposal 2.
An "ABSTAIN" vote has the same effect as an "AGAINST" vote on Proposal 2.
Your vote on Proposal 2 is a non-binding advisory vote to approve the compensation of our named executive officers (as defined below under "Compensation Discussion and Analysis"). The Board will consider the results of this advisory vote when considering future executive compensation decisions, but it will not be binding.
The Board recommends that stockholders vote FOR the approval of the compensation of our named executive officers.
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Proposal 3 - Ratification of Independent Reg
istered Public Accounting Firm (page 29
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The Audit Committee has appointed Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2020. The Board is seeking stockholder ratification of this appointment. On the vote to ratify the appointment of Deloitte & Touche LLP, stockholders may:
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Vote FOR the proposal;
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Vote AGAINST the proposal; or
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ABSTAIN from voting on the proposal.
The affirmative vote of a majority of the shares present in person or by proxy and entitled to vote on the matter is required to approve Proposal 3.
An "ABSTAIN" vote has the same effect as an "AGAINST" vote on Proposal 3.
The Board recommends that stockholders vote FOR ratification of the selection of Deloitte & Touche LLP.
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What if I do not specify a choice for a matter when returning a proxy?
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Stockholders should specify their choice for each proposal on their proxy card. If no specific voting instructions are given, proxies that are signed and returned will be voted as follows:
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FOR the election of all director nominees;
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FOR the advisory approval of the compensation of our named executive officers; and
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FOR the ratification of the appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm.
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Broker Non-Votes
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A "broker non-vote" occurs when a broker has not received voting instructions from the beneficial owners of shares held in street name, and the broker does not have, or declines to exercise, discretionary authority to vote those shares. Brokers generally have authority to vote on "routine matters," as determined by applicable self-regulatory organizations governing that broker. Only Proposal 3, the ratification of an independent registered public accounting firm, is considered to be a "routine matter."
"Broker non-votes" have the following effect:
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Your shares will be counted as present for the purposes of determining whether there is a quorum at the Annual Meeting.
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Your shares will not be counted as votes FOR or WITHHOLD authority for the election of the director nominees at the Annual Meeting.
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Your shares will not be counted as votes FOR, AGAINST, or ABSTAIN on Proposal 2 ("Say-on-Pay Vote"), or Proposal 3 ("Ratification of Auditor"), as applicable.
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Each person known to us to beneficially own 5% or more of our Common Stock;
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Each executive officer (as that term is defined under the rules and regulations of the SEC) named in the Summary Compensation Table on page
22
, who are collectively referred to herein as our "named executive officers";
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Each of our directors (including nominees); and
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All of our executive officers and directors as a group.
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Name of Beneficial Owner
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Number
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Percent of Class
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5% Beneficial Owners:
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Dimensional Fund Advisors LP
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1,865,197
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8.41
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%
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Building One
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6300 Bee Cave Road
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Austin, TX 78746 (1)
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BlackRock, Inc.
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1,383,239
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6.24
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%
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55 East 52nd Street
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New York, NY 10055 (2)
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Names of Named Executive Officers and Directors/Nominees:
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David Meyer (3)
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2,862,864
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12.90
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%
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Mark Kalvoda (4)
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125,412
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*
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Bryan Knutson (5)
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13,986
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*
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Tony Christianson (6)
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303,281
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1.37
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%
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Stanley Dardis (7)
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31,358
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*
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Stanley Erickson (8)
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20,532
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*
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Christine Hamilton (9)
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4,939
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*
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John Henderson (10)
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9,230
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Jody Horner (11)
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18,719
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*
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Richard Mack (12)
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19,265
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All executive officers and directors/nominees as a group (10 persons) (13)
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3,409,586
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15.37
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%
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(1)
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This information is based on the Schedule 13G/A filed with the SEC by Dimensional Fund Advisors LP ("Dimensional") on
February 8, 2019
. Dimensional, an investment advisor registered under Section 203 of the Investment Advisers Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager or sub-advisor to certain other commingled funds, group trusts and separate accounts (the “Dimensional Funds”). In its role as investment advisor, sub-advisor or manager, Dimensional may possess investment and/or voting power over the securities of the Company that are owned by the Dimensional Funds, and may be deemed to be the beneficial owner of the shares of Common Stock held by the Dimensional Funds. However, Dimensional reports that all such Common Stock is owned by the Dimensional Funds and disclaims beneficial ownership of such Common Stock.
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(2)
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This information is based on the Schedule 13G/A filed with the SEC by BlackRock, Inc. on
February 6, 2019
. BlackRock, Inc., as parent company of various subsidiaries listed in the Schedule 13G/A, may be deemed to beneficially own the shares held by such subsidiaries.
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(3)
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Includes
2,200,000
shares held by the Meyer Family Investment Limited Partnership, over which Mr. Meyer has shared voting and investment control.
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(4)
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Includes
34,686
restricted shares held by Mr. Kalvoda that are subject to risk of forfeiture.
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(5)
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Includes
10,275
restricted shares held by Mr. Knutson that are subject to risk of forfeiture.
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(6)
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Includes
265,566
shares beneficially owned by Adam Smith Companies, LLC. Mr. Christianson may be deemed to share beneficial ownership of shares held beneficially by Adam Smith Companies, LLC by virtue of his status as a controlling owner of this entity. Mr. Christianson expressly disclaims beneficial ownership of any shares held by Adam Smith Companies, LLC, except to the extent of his pecuniary interest in such entity. Also includes
4,037
restricted shares held by Mr. Christianson that are subject to risk of forfeiture.
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(7)
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Includes
1,500
shares held by Mr. Dardis' revocable living trust. Also includes
4,037
restricted shares held by Mr. Dardis that are subject to risk of forfeiture.
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(8)
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Includes
4,037
restricted shares held by Mr. Erickson that are subject to risk of forfeiture.
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(9)
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Includes
4,037
restricted shares held by Ms. Hamilton that are subject to risk of forfeiture.
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(10)
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Includes
4,037
restricted shares held by Mr. Henderson that are subject to risk of forfeiture
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(11)
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Includes
4,037
restricted shares held by Ms. Horner that are subject to risk of forfeiture.
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(12)
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Includes
4,037
restricted shares held by Mr. Mack that are subject to risk of forfeiture.
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(13)
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Includes
73,220
restricted shares held by our executive officers and directors that are subject to risk of forfeiture.
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2019 Nominees
Upon election, these Directors will Hold Office Until the 2022 Annual Meeting
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Age
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Position/Committee Membership/Biography
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Stan Dardis
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69
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Lead Independent Director
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Mr. Dardis has been a director of Titan Machinery since October 1, 2010. From 1998 to his retirement in 2010, Mr. Dardis served as Chief Executive Officer and Director of Bremer Financial Corporation, a bank holding company composed of nine bank subsidiaries, a trust company, and an insurance company, headquartered in St. Paul, Minnesota. Among other attributes, skills and qualifications, the Board believes that Mr. Dardis is uniquely qualified to serve as a director based on his experience in the financial services and investment industries, as well as his experience as a public and private company director, which provides the Board with a seasoned view of financing, investment, acquisition and operating strategies, public company regulatory compliance issues, and investor relations.
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David Meyer
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66
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Board Chair and Chief Executive Officer
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Mr. Meyer is our Board Chair and Chief Executive Officer. Mr. Meyer worked for JI Case Company in 1975. From 1976 to 1980, Mr. Meyer was a partner in a Case/New Holland Dealership with locations in Lisbon, North Dakota and Wahpeton, North Dakota. In 1980, Mr. Meyer, along with a partner, founded Titan Machinery Inc. Mr. Meyer has served on both the Case CE and CaseIH Agriculture Dealer Advisory Boards. Mr. Meyer is the past chairman and past board member of the North Dakota Implement Dealers Association. Among other attributes, skills and qualifications, the Board believes that Mr. Meyer is uniquely qualified to serve as a director and the Board's Chair because he is the person most familiar with the Company's history, business and industry, and is capable of effectively identifying strategic priorities and leading the discussion and execution of strategy.
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Directors Who Hold Office Until the 2020 Annual Meeting
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Age
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Position/Committee Membership/Biography
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Tony Christianson
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66
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Director
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Mr. Christianson has been a director of Titan Machinery since January 2003 and was a founder of Titan Machinery LLC. Since 1981, Mr. Christianson has been the Chairman of Cherry Tree Companies, an affiliated group of investment banking and wealth management firms in Minneapolis, Minnesota. Mr. Christianson served as a director of the following public companies during the last 5 years: AmeriPride, Inc., Arctic Cat, Inc. and The Dolan Company. Mr. Christianson also currently serves as managing partner of Adam Smith Companies and as a director of MetaFarms, Inc. Among other attributes, skills and qualifications, the Board believes that Mr. Christianson is uniquely qualified to serve as a director based on his experience in the financial services and investment industries, as well as his experience as a public and private company director, which provides the Board with a seasoned view on financing, investment, acquisition and operating strategies, public company regulatory compliance issues, and investor relations.
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Christine Hamilton
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63
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Director; Compensation Committee; Governance/Nominating Committee
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Ms. Hamilton has been a director of Titan Machinery since March 1, 2018. Ms. Hamilton is the co-owner and managing partner of Christiansen Land and Cattle, Ltd., a large diversified farming and ranching operation in central South Dakota, and is also the co-owner of Dakota Packing, Inc., a wholesale meat distribution business. Ms. Hamilton is a former director for the Federal Reserve Bank, Ninth District, located in Minneapolis, Minnesota, and is a director of SAB Biotherapeutics, a privately-held biopharmaceutical company. Among other attributes, skills and qualifications, the Board believes that Ms. Hamilton is uniquely qualified to serve as a director based on her extensive experience in the agri-business sector and in management roles and her knowledge of operating strategies and priorities and challenges facing our customers in the agri-business sector.
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John Henderson
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56
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Director; Chair of Governance/Nominating Committee; Audit Committee
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Mr. Henderson has been a director of Titan Machinery since March 1, 2017. Mr. Henderson is a business executive with over 30 years of experience, including over 20 years as an executive at CNH Industrial. From 2013 to his retirement in 2015, Mr. Henderson served as Executive Chairman and President of Oncore Manufacturing, LLC, which was a privately-held, high mix electronic manufacturing services provider for the industrial, medical and aerospace/defense markets. Prior to his position at Oncore, Mr. Henderson was an executive with The GSI Group, LLC, which produces grain storage and protein production systems, where he served as President and Chief Operating Officer from 2010 to 2012 and as Senior Vice President and Chief Financial Officer from 2006 to 2010. Prior to joining The GSI Group, Mr. Henderson spent over 20 years at CNH Industrial, serving in a variety of leadership positions, including as Vice President and Controller of CNH’s North America and Australia/New Zealand Agricultural Business from 2003 to 2006. Among other attributes, skills and qualifications, the Board believes that Mr. Henderson is uniquely qualified to serve as a director based on his experience in the equipment industry, financial and accounting background and knowledge, and his seasoned view of operating and investment strategies.
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Directors Who Hold Office Until the 2021 Annual Meeting
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Age
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Position/Committee Membership/Biography
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Stan Erickson
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68
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Director; Audit Committee; Compensation Committee
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Mr. Erickson has been a director of Titan Machinery since March 1, 2017. Mr. Erickson currently serves as the President and Chief Executive Officer of Liberty Capital, Inc., which provides capital and investment services. Mr. Erickson co-founded Liberty Capital in 2013 after retiring from a 32 year career at ZieglerCat Inc. Prior to his retirement, Mr. Erickson most recently served as President and Chief Operating Officer of ZieglerCat. Mr. Erickson currently serves on the board of directors of Electromed, Inc., where he serves as chair of the audit committee and a member of the nominating and governance committee. Mr. Erickson is a veteran of the United States Marine Corps. Among other attributes, skills and qualifications, the Board believes that Mr. Erickson is uniquely qualified to serve as a director based on his experience in the equipment industry, as well as his experience as a public company director, which provides the Board with a seasoned view on financing, investment, acquisition and operating strategies, public company regulatory compliance issues, and investor relations.
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Jody Horner
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57
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Director; Chair of Compensation Committee; Governance/Nominating Committee
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Ms. Horner has been a director of Titan Machinery since August 1, 2015. In February 2015, Ms. Horner was appointed President of Midland University, a private liberal arts college located in Fremont, Nebraska. Prior to joining Midland University, Ms. Horner spent over 30 years at Cargill, Inc., holding several leadership positions including President of Cargill Meat Solutions, President of Cargill Case Ready, President of Cargill Salt, Vice President - Corporate Global Diversity, and Vice President - Human Resources. At Cargill, Ms. Horner was a member of several corporate committees including the Global Business Conduct & Ethics Committee and the Global Enterprise Process, Data and Technology Committee. Among other attributes, skills and qualifications, the Board believes Ms. Horner is uniquely qualified to serve as a director based on her 30 years of experience in leadership positions and her knowledge of financial matters, operating strategies, agri-business markets, and human resources.
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Richard Mack
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51
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Director; Chair of Audit Committee
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Mr. Mack has been a director of Titan Machinery since June 4, 2015. From June 2014 through his retirement in January 2018, Mr. Mack served as Executive Vice President and Chief Financial Officer for The Mosaic Company, a leading international producer and marketer of phosphate and potash crop nutrients. Prior to that, Mr. Mack held the position of Senior Vice President, General Counsel and Corporate Secretary for Mosaic from the date of its initial public offering in 2004 until his promotion to Executive Vice President in 2009. In the decade prior to Mosaic's formation, he served in various legal capacities at Cargill, Inc., and was a founding executive of Mosaic and Cargill Ventures. Mr. Mack was also the founder of Streamsong Resort, which is owned by Mosaic. Mr. Mack currently serves as a director of Anuvia Plant Nutrient Holdings, LLC, including its Audit Committee Chair. Among other attributes, skills and qualifications, the Board believes that Mr. Mack is uniquely qualified to serve as a director based on his experience as a public company executive, his familiarity with public company finance, financial statements, and capital markets, and his knowledge of corporate governance, agri-business markets, mergers and acquisitions, operating strategies, and international business.
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Stan Dardis
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David Meyer
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Cash Retainer ($)
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Restricted Stock Awards ($)
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Compensation for each non-employee director
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50,000
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70,000
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Additional cash retainers:
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Audit Committee Chair
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25,000
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Compensation Committee Chair
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10,000
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Governance/Nominating Committee Chair
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10,000
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Lead Independent Director
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15,000
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Name
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Fees Earned or Paid in Cash ($)
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Stock Awards ($) (3)
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Total ($)
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Brad Crews (1)
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16,667
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46,665
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63,332
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Tony Christianson
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50,000
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70,000
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120,000
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Stan Dardis
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65,000
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70,000
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135,000
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Stan Erickson
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50,000
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70,000
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120,000
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Christine Hamilton (2)
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45,833
|
|
|
88,015
|
|
|
133,848
|
|
John Henderson
|
|
60,000
|
|
|
70,000
|
|
|
130,000
|
|
Jody Horner
|
|
60,000
|
|
|
70,000
|
|
|
130,000
|
|
Richard Mack
|
|
75,000
|
|
|
70,000
|
|
|
145,000
|
|
(1)
|
Brad Crews was elected to the Board effective October 1, 2018, and received pro-rated compensation for fiscal 2019. Mr. Crews resigned from the Board effective February 7, 2019 and his restricted stock award for fiscal 2019 has forfeited on that date.
|
(2)
|
Christine Hamilton was elected to the Board effective March 1, 2018, and received pro-rated compensation for fiscal 2019.
|
(3)
|
These amounts represent the grant date fair value for each grant awarded in fiscal
2019
, valued in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 718,
Compensation—Stock Compensation
. Mr. Crews was appointed to the Board on October 1, 2018 and received a pro-rated restricted stock award in the amount of 3,060 restricted shares based on the $15.25 closing price for our Common Stock on the grant date of October 1, 2018, which award was subsequently forfeited upon his resignation. Ms. Hamilton was appointed to the Board on March 1, 2018 and received a pro-rated restricted stock award in the amount of 902 restricted shares based on the $19.97 closing price for our Common Stock on the grant date of March 2, 2018. Other than Mr. Crews, each director received an award of 4,037 restricted shares based on the $17.34 closing price for our Common Stock on the grant date of June 7, 2018.
|
|
Audit
Committee |
Governance/Nominating
Committee |
Compensation
Committee |
|
|
Richard Mack (Chair)
|
John Henderson (Chair)
|
Jody Horner (Chair)
|
|
|
Stan Erickson
|
Stan Dardis (Service from 5/31/17 - 11/1/18)
|
Christine Hamilton (Service from 3/15/18 - present)
|
|
|
John Henderson
|
Jody Horner
|
Stan Erickson
|
|
|
Brad Crews
(Service from 11/1/18 - 2/7/19)
|
Christine Hamilton (Service from 3/15/18 - present)
|
Stan Dardis (Service from 5/31/17 - 3/15/18)
|
|
|
|
|
Brad Crews
(Service from 11/1/18 - 2/7/19)
|
|
|
Audit
Committee |
Governance/Nominating
Committee |
Compensation
Committee |
|
|
Richard Mack (Chair)
|
John Henderson (Chair)
|
Jody Horner (Chair)
|
|
|
Stan Erickson
|
Christine Hamilton
|
Christine Hamilton
|
|
|
John Henderson
|
Jody Horner
|
Stan Erickson
|
|
•
|
assists the Board in fulfilling its oversight responsibility to our stockholders and other constituents with respect to the integrity of our financial statements;
|
•
|
appoints and has oversight over our independent auditors, approves the compensation of our independent auditors, reviews the independence and the experience and qualifications of our independent auditors' lead partner, and pre-approves the engagement of our independent auditors for audit and permitted non-audit services;
|
•
|
meets with the independent auditors and reviews the scope and significant findings of audits and meets with management and internal financial personnel regarding these findings;
|
•
|
reviews the performance of our independent auditors;
|
•
|
discusses with management, the manager of internal audit, and our independent auditors the adequacy and effectiveness of our financial and accounting controls, practices and procedures, the activities and recommendations of our auditors and our reporting policies and practices, and makes recommendations to the Board for approval;
|
•
|
establishes procedures for the receipt, retention and treatment of complaints regarding internal accounting controls or auditing matters and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters; and
|
•
|
prepares the audit committee report required by the SEC rules to be included in our annual proxy statement.
|
•
|
appropriate size and diversity of the Board;
|
•
|
needs of the Board with respect to particular talent and experience;
|
•
|
knowledge, skills and experience of a nominee;
|
•
|
legal and regulatory requirements;
|
•
|
appreciation of the relationship of our business to the changing needs of society; and
|
•
|
desire to balance the benefit of continuity with the periodic injection of the fresh perspective provided by a new member.
|
•
|
develop and periodically review with management the Company's philosophy of compensation, taking into consideration enhancement of stockholder value and the fair and equitable compensation of all employees;
|
•
|
review and approve corporate goals and objectives relevant to the compensation of our Chief Executive Officer, Chief Financial Officer and other executive officers, evaluate the performance of these officers in light of those goals and objectives, and set the compensation of these officers based on such evaluations;
|
•
|
determine and approve equity awards to directors and employees made pursuant to the Company's equity incentive plans;
|
•
|
develop, recommend to the Board, review and administer senior management compensation policy and plans, including incentive plans, benefits and perquisites;
|
•
|
develop, recommend, review and administer compensation plans for non-employee directors;
|
•
|
annually consider the relationship between the Company's strategic and operating plans and the various compensation plans for which the Committee is responsible;
|
•
|
periodically review with management, and advise the Board with respect to, employee deferred compensation plans;
|
•
|
periodically review with management and advise the Board with respect to employee benefits;
|
•
|
conduct periodic compensation risk assessments, as further discussed below; and
|
•
|
review and discuss with management the Compensation Discussion and Analysis required by SEC rules. Based on such review and discussion, the Committee determines whether to recommend to the full Board that the Compensation Discussion and Analysis be included in the annual report or proxy statement.
|
•
|
In fiscal
2019
, Mr. Meyer, given challenging industry conditions and its effects on our results of operations, elected not to receive any equity awards and also elected to not participate in the annual performance cash bonus program.
|
•
|
In fiscal
2019
, Messrs. Kalvoda and Knutson each received a portion of the targeted annual performance bonus based upon achievement of two of the three performance objectives.
|
•
|
We compared our compensation program and the compensation of our named executive officers with our peer group, and concluded that our current executive compensation program is reasonable and appropriate.
|
•
|
We believe that our compensation program properly aligns the interests of our named executive officers with the interests of our stockholders.
|
•
|
attracting qualified and talented executives who can provide the appropriate leadership to our Company;
|
•
|
retaining executives who have the critical skills necessary to achieve our strategic and operational objectives; and
|
•
|
motivating our executives to drive outstanding Company performance.
|
Guiding Principle
|
|
Titan Philosophy / Approach
|
Pay for performance
|
|
Our compensation programs are designed to align executive compensation with the Company’s overall performance and business strategy. The design of our short-term and long-term compensation programs is driven by business objectives and performance measures that we believe provide a direct link to the creation of stockholder value. We support a pay for performance philosophy by significantly emphasizing variable or at-risk compensation in the overall executive compensation program.
|
Alignment with stockholders
|
|
Our long-term incentives are delivered in the form of equity to provide executives with a direct interest in the performance of our stock. We have adopted and implemented stock ownership guidelines for our executives which reinforce this principle.
|
Provide leadership stability and continuity
|
|
Our compensation programs are designed to reward commitment of our executives to our Company. We recognize that the stability of the leadership team enhances our business.
|
Be competitive
|
|
We conduct market pay analyses to ensure the compensation we pay our executives is competitive in terms of the elements and mix of pay, program design and resulting actual levels of pay.
|
Reflect factors of role and individual performance
|
|
We use the information from market pay analyses and apply it to the individual situation of each of our executives to ensure we are compensating for the executive’s level of responsibility and the executive’s skills and performance in that role.
|
•
|
Base Salary
- Base salary is the fixed element of each executive’s cash compensation. Base salary aids in attracting and retaining talented executives.
|
•
|
Annual Incentive Plan
- The annual incentive plan provides for annual cash awards to eligible employees based on achievement of financial performance goals relating to a specific fiscal year. The annual incentive plan motivates participating executives to achieve financial performance goals by making their cash awards variable and dependent upon the Company’s annual financial performance.
|
•
|
Long-Term Equity Awards
- The Company provides long-term incentives consisting of equity awards, which may be time-based or performance-based. These awards are designed to motivate executives to focus on creating stockholder value over the longer term. These long-term awards also aid in the retention of our executives.
|
Alamo Group, Inc.
|
|
Rocky Mountain Dealerships, Inc.
|
Asbury Automotive Group, Inc.
|
|
Rush Enterprises, Inc.
|
Cervus Equipment Corporation
|
|
Strongco Corporation
|
Finning International Inc.
|
|
Toromont Industries Ltd.
|
H&E Equipment Services, Inc.
|
|
Tractor Supply Company
|
Lithia Motors Inc.
|
|
United Rentals, Inc.
|
Rent-A-Center, Inc.
|
|
|
•
|
Base Salary;
|
•
|
Annual Performance Cash Bonus;
|
•
|
Long-Term Equity Incentive Awards; and
|
•
|
Perquisites and Other Benefits.
|
Financial Performance Category
|
% Allocation of Eligible Bonus Amount
|
Adjusted Pre-Tax Income
|
40%
|
Non-GAAP Cash Flow From Operating Activities
|
30%
|
Total Revenue
|
30%
|
|
|
Percent of Base Salary Eligible for Cash Bonus
|
|
Eligible Max Cash Bonus Amount
|
|
Bonus Earned
|
|
Bonus Earned as a % of Maximum
|
||||||
Mark Kalvoda
|
|
150
|
%
|
|
$
|
562,500
|
|
|
$
|
156,938
|
|
|
27.9
|
%
|
|
|
Percent of Base Salary Eligible for Cash Bonus
|
|
Eligible Max Cash Bonus Amount
|
|
Bonus Earned
|
|
Bonus Earned as a % of Maximum
|
||||||
Bryan Knutson
|
|
150
|
%
|
|
$
|
525,000
|
|
|
$
|
146,475
|
|
|
27.9
|
%
|
|
Adjusted Pre-Tax Income Goals
|
|
Payout Percentages
|
|||
Threshold
|
$
|
18,701,769
|
|
|
20
|
%
|
Target
|
$
|
20,779,744
|
|
|
100
|
%
|
Maximum
|
$
|
25,974,679
|
|
|
200
|
%
|
|
Non-GAAP Cash Flow From Operating Activities Goals
|
|
Payout Percentages
|
|||
Threshold
|
$
|
61,304,007
|
|
|
20
|
%
|
Target
|
$
|
68,115,563
|
|
|
100
|
%
|
Maximum
|
$
|
85,144,454
|
|
|
200
|
%
|
|
Total Revenue Goals
|
|
Percentage Payout
|
|||
Threshold
|
$
|
1,128,949,244
|
|
|
20
|
%
|
Target
|
$
|
1,254,338,049
|
|
|
100
|
%
|
Maximum
|
$
|
1,567,985,061
|
|
|
200
|
%
|
|
|
Members of the Compensation Committee
|
|
|
Jody Horner (Chair)
|
|
|
Stan Erickson
|
|
|
Christine Hamilton
|
Name and Principal Position
|
|
Fiscal
Year |
|
Salary
($)(1) |
|
Stock
Awards ($)(2) |
|
Non-Equity Incentive Plan Compensation ($)(3)
|
|
All Other
Compensation ($)(4) |
|
Total
($) |
|||||
David Meyer, Chief Executive Officer (5)
|
|
2019
|
|
475,000
|
|
|
—
|
|
|
—
|
|
|
8,250
|
|
|
483,250
|
|
|
|
2018
|
|
475,000
|
|
|
—
|
|
|
—
|
|
|
8,100
|
|
|
483,100
|
|
|
|
2017
|
|
475,000
|
|
|
—
|
|
|
—
|
|
|
7,950
|
|
|
482,950
|
|
Mark Kalvoda, Chief Financial Officer
|
|
2019
|
|
366,667
|
|
|
375,006
|
|
|
156,938
|
|
|
8,111
|
|
|
906,722
|
|
|
|
2018
|
|
319,917
|
|
|
325,001
|
|
|
108,956
|
|
|
8,176
|
|
|
762,050
|
|
|
|
2017
|
|
294,500
|
|
|
294,499
|
|
|
194,164
|
|
|
7,731
|
|
|
790,894
|
|
Bryan Knutson, Chief Operating Officer
|
|
2019
|
|
343,333
|
|
|
150,002
|
|
|
146,475
|
|
|
8,350
|
|
|
648,160
|
|
|
|
2018
|
|
310,000
|
|
|
49,998
|
|
|
69,285
|
|
|
7,800
|
|
|
437,083
|
|
(1)
|
Amounts shown are not reduced to reflect the named executive officers' elections, if any, to contribute portions of their salaries to 401(k) plans.
|
(2)
|
Amounts represent the grant date fair value of time-based restricted stock awards granted in each fiscal year. Fair value of these awards is determined based on the closing market price of the Company's stock on the date of grant. See the Grants of Plan-Based Awards for Fiscal
2019
table for further information regarding the equity awards granted in fiscal
2019
and the Outstanding Equity Awards at January 31,
2019
table for information regarding all outstanding equity awards.
|
(3)
|
Amount represents the cash bonus compensation earned in each fiscal year under our annual performance cash bonus plan.
|
(4)
|
For each fiscal year, amounts for Messrs. Meyer, Kalvoda and Knutson represent a Company match to the 401(k) plan.
|
(5)
|
As discussed above, for fiscal
2019
, Mr. Meyer elected not to receive an equity award or to participate in the annual performance cash bonus plan.
|
|
|
|
|
Estimated Future Payouts Under Non-Equity Incentive Plan Awards($)(1)
|
|
All Other Stock Awards: Number of Shares of Stock(#)(2)
|
|
Grant Date Fair Value of Stock and Option Awards ($)(3)
|
||||||||||
Name
|
|
Grant Date
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
|
||||||||
David Meyer
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Mark Kalvoda
|
|
6/1/2018
|
|
56,250
|
|
|
281,250
|
|
|
562,500
|
|
|
21,790
|
|
|
375,006
|
|
|
Bryan Knutson
|
|
6/1/2018
|
|
52,500
|
|
|
262,500
|
|
|
525,000
|
|
|
8,716
|
|
|
150,002
|
|
(1)
|
Amounts shown in the table reflect the potential amount of annual performance bonuses that could have been earned in fiscal
2019
by Mr. Kalvoda and Mr. Knutson, based on meeting the threshold goals, target goals and maximum goals amounts, as defined in our fiscal
2019
annual performance cash bonus plan. Actual amounts earned by the named executive officers for fiscal
2019
are reported in the Summary Compensation Table on page
22
under the column entitled "Non-Equity Incentive Plan Compensation."
|
(2)
|
Mr. Kalvoda and Mr. Knutson each received an award of restricted stock on
June 1, 2018
. The risk of forfeiture for these awards will lapse ratably on April 1
st
of year from 2019 to 2022.
|
(3)
|
This amount represents the grant date fair value of the restricted stock determined in accordance with FASB ASC Topic 718.
|
|
|
Option Awards
|
|
Stock Awards
|
|||||||||||||||||||||||
Name
|
|
Number of Securities Underlying Unexercised Options (#) Exercisable
|
|
Number of Securities Underlying Unexercised Options (#) Unexercisable
|
|
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)
|
|
Option Exercise Price ($)
|
|
Option Expiration Date
|
|
Number of Shares or Units of Stock That Have Not Vested (#)(1)
|
|
Market Value of Shares or Units of Stock That Have Not Vested ($)(2)
|
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)
|
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
|
|||||||||
David Meyer
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Mark Kalvoda
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55,759
|
|
|
1,044,924
|
|
|
—
|
|
|
—
|
|
Bryan Knutson
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,480
|
|
|
290,095
|
|
|
—
|
|
|
—
|
|
(1)
|
For Mr. Kalvoda,
21,073
shares vest on
April 1, 2019
;
19,166
shares vest on
April 1, 2020
;
10,071
shares vest on
April 1, 2021
; and
5,449
shares vest on
April 1, 2022
. For Mr. Knutson,
5,205
shares vest on
April 1, 2019
;
4,824
shares vest on
April 1, 2020
;
3,272
shares vest on
April 1, 2021
; and
2,179
shares vest on
April 1, 2022
.
|
(2)
|
The amounts reflect the value based on the closing price of our Common Stock on
January 31, 2019
of
$18.74
.
|
|
|
Option Awards
|
|
Stock Awards
|
|||||||
Name
|
|
Number of Shares Acquired on Exercise (#)
|
|
Value Realized on Exercise ($)
|
|
Number of Shares Acquired on Vesting (#) (1)
|
|
Value Realized on Vesting ($) (2)
|
|||
David Meyer
|
|
—
|
|
|
—
|
|
|
5,118
|
|
120,580
|
|
Mark Kalvoda
|
|
—
|
|
|
—
|
|
|
24,584
|
|
579,199
|
|
Bryan Knutson
|
|
—
|
|
|
—
|
|
|
3,287
|
|
77,442
|
|
(1)
|
Represents shares of restricted stock as to which the risk of forfeiture lapsed on
April 1, 2018
.
|
(2)
|
Calculated based on the closing share price of our Common Stock of
$23.56
on the business day immediately prior to
April 1, 2018
, the date the risk of forfeiture lapsed with regard to the restricted stock.
|
•
|
the annual total compensation of the employee identified at median of our Company (other than our Chief Executive Officer), was $62,005.78; and
|
•
|
the annual total compensation of our Chief Executive Officer for purposes of determining the CEO pay ratio was $489,717.07.
|
•
|
As of that date, our employee population consisted of approximately 2,118 individuals in the United States and Europe. We selected December 31, 2017, as the date upon which we would identify the “median employee” to allow sufficient time to identify the median employee given our European operations.
|
•
|
We selected salary and wages as reported to the Internal Revenue Service on Form W-2 for our U.S. employees and used equivalent taxable income for our European employees as our consistently applied compensation measure as it represents the primary compensation component paid to all of our employees. In addition, this approach allows us to reasonably compare compensation for our U.S. employees with that of our employees in Europe. Compensation paid in foreign currencies was converted to U.S. dollars based on exchange rates in effect on December 31, 2017.
|
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)(1)
|
|
Weighted average exercise price of outstanding options, warrants and rights (b)(2)
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)(2)
|
||||
Equity compensation plans approved by security holders
|
|
385,417
|
|
|
$
|
—
|
|
|
755,278
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
385,417
|
|
|
$
|
—
|
|
|
755,278
|
|
(1)
|
Amount includes the number of shares of Common Stock underlying unvested restricted stock awards ("RSAs") and restricted stock units ("RSUs") granted to members of our board of directors and employees.
|
(2)
|
There is no exercise price for outstanding RSAs or RSUs.
|
•
|
the amounts involved exceeded or will exceed $120,000; and
|
•
|
a director, executive officer, beneficial owner of more than five percent of any class of our voting securities or any member of their immediate family had or will have a direct or indirect material interest.
|
(1)
|
reviewed and discussed the audited financial statements with management and the independent auditors;
|
(2)
|
discussed with the independent auditors the matters required to be discussed by Public Company Accounting Oversight Board Auditing Standard No. 1301,
Communications with Audit Committees
; and
|
(3)
|
received the written disclosures and the letter from the independent accountant required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant's communications with the Audit Committee concerning independence, and has discussed with the independent accountant the independent accountant's independence.
|
|
|
Members of the Audit Committee:
Richard Mack (Chair)
Stan Erickson
John Henderson
|
|
2019
|
|
2018
|
||||
Audit Fees
|
$
|
840,500
|
|
|
$
|
661,183
|
|
Audit-Related Fees
|
2,450
|
|
|
60,996
|
|
||
Tax Fees
|
—
|
|
|
—
|
|
||
All Other Fees
|
—
|
|
|
—
|
|
||
Total
|
$
|
842,950
|
|
|
$
|
722,179
|
|
1 Year Titan Machinery Chart |
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