Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) The Board of Directors (the "Board") of Titan Machinery Inc. (the "Company")
elected Frank A. Anglin III as a director of the Company with a term commencing
on February 1, 2022. Mr. Anglin was not appointed to serve on any committees of
the Board at this time. Mr. Anglin will serve as a Class III director of the
Company, holding office until the Company's 2022 annual meeting of stockholders,
unless his earlier death, resignation or removal. There are no arrangements or
understandings between Mr. Anglin and any other persons pursuant to which he was
selected as a director.
Mr. Anglin will be compensated for his service on the Board in accordance with
the Company's Non-Employee Director Compensation Plan, as referenced in Exhibit
10.20 to the Company's Annual Report on 10-K for the fiscal year ended January
31, 2021, as recently amended by the Board to provide for an annual cash
retainer of $55,000 and an annual equity award grant with a grant value of
$80,000, with each such change beginning effective February 1, 2022. In
connection with his service, Mr. Anglin will enter into a director
indemnification agreement with the Company, in the form as referenced in Exhibit
10.19 to the Company's Annual Report on 10-K for the fiscal year ended January
31, 2021.
Mr. Anglin is a business executive with over 35 years of experience, including
approximately 10 years at General Electric at the beginning of his career, 10
years at CNH Industrial, and 15 years at large regional truck dealerships.
During his employment at CNH Industrial from 1996 to 2006, Mr. Anglin held the
following positions: Senior Vice President, CNH Capital; Managing Director, CNH
Australia Ltd.; and Vice President, Case IH Agricultural Business, North
America. Following his tenure at CNH Industrial, Mr. Anglin was employed for a
period of 10 years at Western Peterbilt, Inc./Western Truck Centers, a
22-location truck dealership in the Pacific Northwest, where he held the
positions of Chief Executive Officer and Board Director. Following his
employment at Western Peterbilt, Mr. Anglin was most recently employed as Chief
Executive Officer and Board Director for Midwest Can & Container Specialties
Inc. (January 2017-May 2018), Chief Executive Officer and Board Director at
Boyer Trucks (July 2018-August 2019) and Vice President, West and South Regions,
Istate Truck Centers (September 2019-Present).
Mr. Anglin earned a Bachelor of Arts degree in Economics from Northwestern
University in 1984 and a Master of Business Administration from Harvard
University in 1989.
On December 16, 2021, the Company issued a press release announcing the election
of Mr. Anglin to the Board. A copy of the press release is attached hereto as
Exhibit 99.1, and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description of Exhibit
9 9.1 Press Release dated December 16, 2021
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