Titan Machinery (TITN) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 2, 2025, to elect three Class III directors, hold a say-on-pay advisory vote, and ratify Deloitte & Touche LLP as auditor for FY ending January 31, 2026.

• Only stockholders of record as of April 10, 2025, are eligible to vote; 23,085,586 shares outstanding, each with one vote.

• Proxy materials distributed electronically, with options to vote online, by phone, mail, or during the virtual meeting.

Voting matters and shareholder proposals

• Proposals: (1) Elect three Class III directors for three-year terms; (2) Advisory vote on executive compensation; (3) Ratification of Deloitte & Touche LLP as independent auditor.

• Board recommends voting FOR all director nominees, FOR executive compensation, and FOR auditor ratification.

• Shareholder proposals for the 2026 meeting must be received by December 23, 2025, for proxy inclusion.

Board of directors and corporate governance

• Board consists of three classes, each serving staggered three-year terms; seven of nine directors are independent.

• Board committees (Audit, Compensation, Governance/Nominating) are fully independent.

• Lead Independent Director role extended for one year for Stan Erickson, waiving retirement age policy.

• Board diversity includes gender and ethnicity; mix of tenure and skills.

• Code of Ethics applies to all directors, officers, and employees.