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TITAN INTERNATIONAL, INC. (NYSE:TWI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

TITAN INTERNATIONAL, INC. (NYSE:TWI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS

The Board of Directors (the Board) of Titan International, Inc.
(the Company or Titan) has selected Mr. Paul G. Reitz as Chief
Executive Officer (CEO) and President effective January 1, 2017.
Mr. Maurice Taylor has elected to retire from the position of CEO.
Mr. Taylor will continue as Chairman of the Board. The Company
issued a press release making these announcements on December 9,
2016. A copy of the press release is furnished herewith as Exhibit
99.
Paul G. Reitz – Chief Executive Officer
The Board has appointed Mr. Reitz, age 44, to serve as the CEO of
the Company effective January 1, 2017.
Mr. Reitz joined the Company in July 2010 as Chief Financial
Officer and was promoted to President in February 2014. Mr. Reitz
has a Master’s of Business Administration Degree from the
University of Iowa and a Bachelor of Business Administration Degree
from Northwood University.
Mr. Reitz and the Company are party to an Employment Agreement
(Employment Agreement) effective as of December 22, 2015. The
Employment Agreement was amended on December 7, 2016 (Employment
Agreement Amendment). The Employment Agreement is effective for one
year and automatically renews for successive one-year renewal
periods unless notice of nonrenewal is given in accordance with the
provisions of the agreement. Mr. Reitz is eligible for an annual
bonus or incentive compensation, based upon the bonus and
performance standards established by the Board of Directors and as
determined each year by the Board of Directors. Mr. Reitz is
eligible to participate in the Companys benefit programs which are
generally available to Titans salaried executive employees, in
accordance with their terms, and in the event of his death or
disability, is entitled to supplemental death or disability
benefits, as the case may be, in accordance with the terms of the
Employment Agreement. If Mr. Reitz terminates his Employment
Agreement because of a change of control of the Company, as defined
in the Employment Agreement, the Company will remain obligated to
pay him 50% of his base salary or adjusted base salary for both the
balance of the calendar year in which he is terminated or leaves
Titans employ and the following calendar year. The Employment
Agreement Amendment included the following changes, which are
effective January 1, 2017. Mr. Reitz will be employed as President
and CEO of the Company and will perform such services in the
capacity of President and CEO as are the typical responsibilities
of an executive holding such positions and, additionally, such
other responsibilities consistent therewith as may be assigned to
him by the By-laws and, from time to time by the Companys Board
Chairman and/or its Board of Directors. Mr. Reitz will be entitled
to receive a base salary payable at an annual rate of $900,000, to
be paid in accordance with the normal practices for remunerating
Titans salaried executive employees, subject to any increases
approved by the Board.
The foregoing discussion of the Employment Agreement Amendment is
qualified in its entirety by reference to the full text of the
Employment Agreement and Employment Agreement Amendment. A copy of
the Employment Agreement is attached to this Current Report on Form
8-K as Exhibit 10.1. A copy the Employment Agreement Amendment is
attached to this Current Report on Form 8-K as Exhibit 10.2.
There are no family relationships between Mr. Reitz and any
director or executive officer of the Company, or any person
nominated or chosen by the Company to become a director or
executive officer. There are no arrangements or understandings
between Mr. Reitz and any other persons to which he was selected as
CEO. Mr. Reitz has no direct or indirect material interest in any
transaction or currently proposed transaction required to be
disclosed to Item 404(a) of Regulation S-K.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
10.1 (a)
Paul G. Reitz Employment Agreement
10.2
First Amendment to Employment Agreement dated as of December
7, 2016 between Titan International, Inc. and Paul G. Reitz
Press Release dated December 9, 2016
(a)
Incorporated by reference to the same numbered exhibit
contained in the Companys Current Report on Form 8-K filed on
December 23, 2015.

About TITAN INTERNATIONAL, INC. (NYSE:TWI)
Titan International, Inc. is a manufacturer of wheels, tires and undercarriage systems and components for off-highway vehicles used in the agricultural, earthmoving/construction and consumer segments. The Company operates through three segments: agricultural, earthmoving/construction and consumer. The Company’s agricultural market includes rims, wheels, tires and undercarriage systems and components manufactured for use on various agricultural and forestry equipment. The Company’s earthmoving/construction market includes rims, wheels, tires and undercarriage systems and components for various types of off-the-road (OTR) earthmoving, mining, military and construction equipment. The Company’s consumer market includes bias truck tires in Latin America and light truck tires in Russia, as well as products for all-terrain vehicles (ATVs). TITAN INTERNATIONAL, INC. (NYSE:TWI) Recent Trading Information
TITAN INTERNATIONAL, INC. (NYSE:TWI) closed its last trading session down -0.21 at 11.56 with 340,989 shares trading hands.

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