Good day, ladies and gentlemen, and welcome to the Titan International, Inc. 2026 Annual Meeting of Stockholders. It is now my pleasure to turn the floor over to Maurice Taylor, Chairman of the Board of Titan International, Inc. Mr. Taylor, the floor is yours.
Thank you. I would like to call the meeting to order and welcome you to our annual shareholders' meeting. I would like to introduce our directors that are participating, Mr. Richard Cashin, Max Guinn, Mark Rachesky, Paul Reitz, Anthony Soave, Laura Thompson. I would also like to introduce our executive officers that are participating. Paul Reitz as a Director, President, and Chief Executive Officer, Dave Martin as the Senior Vice President, Chief Transformation Officer, Tony Eheli, Senior Vice President, Chief Financial Officer, Jim Pach, Vice President and Chief Accounting Officer, and Kara Espe, Assistant Corporate Secretary and Director of Compliance. I would also like to introduce Darren Keppick and Steve Patterson, representatives from BDO USA, P.C., our independent registered public accounting firm. They will be available to answer questions you may have during the question and answer period.
The rules of conduct for the meeting are available in the section provided on the virtual meeting screen. Shareholders may submit questions at any time during this meeting in Ask a Question section, which is provided on the virtual meeting screen. I would now like to ask Mr. Martin, Senior VP and CTO, to report the call of the meeting.
Mr. Chairman, available at this meeting are the notice of the meeting, the list of stockholders at the close of business on the record date, April 22nd, 2026, and the affidavit of distribution of the notice, proxy statement, and proxy to stockholders of record as of the close of business on that record date, signed by Broadridge Financial Solutions, Inc., which did the mailing.
All of these documents will be available to the shareholders throughout the meeting for inspection by any stockholder who wishes to see them. These documents can be found in the section provided on the virtual meeting screen. The next order of business is to determine whether a quorum exists at this meeting. Todd Shoot has been appointed as Inspector of Election and has filed his oath of office. David, do you have a count of the shares present?
Mr. Chairman, a preliminary count of those present at this meeting in person or by proxy shows that of the 64,371,960 shares of common stock outstanding on the record date, at least 52,036,730 shares, or 81%, are represented here today.
A quorum is present for the transaction of all businesses scheduled to be conducted at this meeting. It is 1:05 P.M. on June 18th, 2026. The polls for the voting on all matters are open. All Titan International stockholders entitled to vote at this meeting have the ability to do so online. If you're a stockholder entitled to vote and have not yet voted, or if you want to change your previously cast vote, please do so via the website used to access this meeting. Please remember that if you are already voted by proxy, it is not necessary to vote again. After voting has been completed on all matters, we will close the polls and the Inspector of Elections will provide the preliminary report. We will now proceed through the formal business of the meeting.
The first item of business is the proposed election of seven directors to each serve for a one-year term until 2027 Annual Meeting of Stockholders and until their successors are elected and qualified. I now open the floor for nominations to the board of directors. I call on Mr. Guinn.
Mr. Chairman, each of the following nominees has been nominated for election to the board of directors at this meeting to serve for the term of one year until the 2027 Annual Meeting of Stockholders and until their successor is elected and qualified. Richard M. Cashin, Max Guinn, Mark H. Rachesky, MD, Paul Reitz, Anthony Soave, Maurice M. Taylor Jr., and Laura K. Thompson.
I second the nomination. Are there any other nominations? Hearing no further nominations, I declare the nominations closed. The second item of business is to vote on ratify the board's selection of BDO USA, P.C. as the company's independent registered public accounting firm for 2026. Is there a motion to approve the ratification of BDO USA, P.C. to serve as the company's independent registered public accounting firm for 2026?
Mr. Chairman, I move for ratification of BDO USA, P.C. to serve as the company's independent registered public accounting firm for 2026.
I second the motion. The third item of business is to approve, in a non-binding advisory vote, the 2025 compensation paid to our named executives as described in our proxy statement, and to adopt the following resolution. The resolution that the 2025 compensation of the company named executive officers, as described in the definitive proxy statement of the company's 2026 Annual Meeting of Stockholders, pursuant to Item 402 of Regulation S-K, including the section entitled Compensation, discussed and analyzed, and compensation of executive officers, is hereby approved.
Mr. Chairman, I move for approval in a non-binding advisory vote of the 2025 compensation paid to our named executive officers, as described in our proxy statement.
I second the motion. The proxies have been voted according to the instructions on the proxy card. We now believe we have collected all of the ballots. I hereby declare the polls are now closed with respect to all the items of business being considered here today. No further ballots or evidence of votes will be considered accepted by the Inspector of Elections. The Inspector of Elections will now tally the votes. Has the Inspector of Elections compiled his initial vote tally?
Yes. I confirm that each of the board of directors' recommendations have been approved based on the preliminary inspector's report.
Based upon the preliminary report, I declare each of the nominees for election to the board, including Mr. Richard Cashin, Max A. Guinn, Mark H. Rachesky, MD, Paul Reitz, Anthony Soave, Maurice Taylor, and Laura Thompson, have been duly elected for a one-year term. The selection of BDO USA, P.C. as the company's independent registered public accounting firm for 2026 has been ratified. The proposal approved by non-binding advisory vote, the compensation paid to our named executive officers has been approved. Related resolution has been adopted.
We will file the final report of the Inspector of Election with records of this meeting. We expect to report the results of the voting on a Form 8-K to be filed with the SEC within four business days of the date of this meeting.
Thank you, Mr. Martin. Before I turn things over to Titan's CEO, Paul Reitz, I'd like to make a few comments on this year's proxy process and my own thoughts on Titan. What I would like to talk about is our company. Our company is not a big company, that big, even though when we started we had no sales, no employees. We've come quite a way. Like everything, we've grown and a lot of people that we've hired and everything, Paul and his team, last few years, it has really been a tough road. They've done the things that have been really hard. We have a president now, President Trump, who's just, I don't know, and I'm an old guy, I don't know any president that is working harder and trying harder for this country than Trump.
There are a few things that I've noticed, and I'm an old guy, too. Number one, he's hired in his team an awful lot of very smart men and women. A lot of them have earned a great deal of money. One thing is missing. The one thing, no one's got any real experience of being a manufacturer, when you think about it. They've built buildings and that, but that's not a manufacturing. I understand tariffs, but I don't think anybody in the government understands tariffs. When someone goes out and hires somebody, that employee has to pay 6.2% of the salary for Social Security. What most people don't understand, the company pays 6.2%. That employee pays 1.35% of his pay for Medicare. The company has to pay the same thing, and that's not capped out at 100 and some thousand.
You don't even see, an employee don't see, the company has to pay an unemployment insurance. Forget the taxes for the income. Think about that. Everybody gets a job that, in private industry, is really contributing to the Social Security fund, the Medicare, all the things for Americans. Forget government employees, because they don't really. That's just your taxes by going around. Yeah, you don't wish to be having a big government, but that's what it is. When you take manufacturing jobs out and then you don't put a duty, how do you keep filling up the Social Security? Now we've got Social Security where we got a problem. The question comes, we should have on all manufactured products coming into this country.
Everything used to have a federal, a tariff, but they got rid of that in 2013 area. You know why? They wanted an income tax. They didn't want to screw around. They wanted more money. They got rid of all the tariffs. Anything the government comes to figure out is how to screw you. My deal is, though, is our government people don't really pay much attention to guys that lose their jobs and women that lose their jobs. They don't worry about it. Let me show you something. Titan makes steel wheels, and we make tires, rubber tires. Now, most of you look at that black rubber, aren't they? Do you know tires have a tremendous amount of steel in them? Most people don't know. That steel in them is a high-tensile special steel wire, and it has plating, all plating.
Used to be three companies in North America that made that. Now there's not. What happened? Well, yeah, you got it. The competitors, they did away with them. They went belly up. It's not there. For all of our tires, we have to buy that wire now from overseas, and then we got to pay 50% tariff. This is nuts. It's the same in wheels. Wheels that you look at haven't changed for construction since the 1920s, 1920s. There used to be three companies that made that. No one now. You either have to go to China, India, or Germany to get the steel. We got to pay 50% duty. They put a wheel on it. They take a wheel and put a tire on it and ship it in here from India and China. They don't pay no duty. Something's screwed up.
Well, the problem is, there's nobody in the government that even has a clue what's going on. I think it's nuts, but that's the way it is. It's really crazy. The steel companies, if you turn all the steel companies for everything they can make, you could only make 65% of the steel that America needs. That other 35%, you got to get someplace. Somebody's got to wake up and move it around. The president is trying. It's just that financial guys are not always the best to figure out how to make manufacturing jobs. Like they'd have a rough time farming, too. I like to say, because I just read, the president wants Ford or GM to look at making diesel engines for the military. Ford and GM are great companies, but there are some other people that make diesel engines.
I think they should have called Roger Penske up because he owns a big company that makes diesel engines. Or they didn't like Roger, they could call up Cummins that make them. And there's also Deere makes them, Cat makes them. The big boys at Ford and GM, uh-uh, I think you're better off looking at the other guys. That's just an old man's opinion. Ford and GM are great companies, and they make great items. The guys, Paul and his team, they have really done an excellent job, and I just want you to know that when you hear all this other stuff, and I think they've got some great plans. I thank you for shareholders. And with that, I'll turn it over to Mr. Reitz himself.
I just want to say thank you, Maury. Appreciate those comments about what it's like to be a real manufacturer. I just want to say thank you to our team. They do an excellent job servicing our customers, delivering on a consistent basis, high- quality, innovative products, and appreciate everything they do every day.
Are there any questions? By the way, we have no questions that showed up. I can't believe this. I'm going to start having people come in that they can ask questions. Without that, there are no beer. Where is that this I like to also, we were going to do this in N.Y., and we couldn't. One of our board members, Mr. Soave, he said to us, "Why don't you come down to my office? I got a new system." I got to also say to him, he's been guiding. I'm just a few years younger. Not many, but a few. He's been guiding me for, my God, we're 45 years? A long time, Maury. Man. I never had an older brother, but I adopted him a long time ago, okay? He's been pretty good for us.
With that, thank you, Mr. Soave and Soave Enterprises for letting us host this thing here because we had teams in N.Y., we had them in Germany, and they all flew in to Motor City last night. With that, from the Midwest, adios. Thank you.
Thank you. Well done, Maury.
Want to shut us off? Okay.
The conference is now concluded. Thank you for attending today's presentation. You may now disconnect.