UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 20, 2022
TITAN MACHINERY INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
001-33866 | 45-0357838 | |||||||
(Commission File Number) | (I.R.S. Employer Identification Number) |
644 East Beaton Drive, West Fargo, ND 58078-2648
(Address of Principal Executive Offices)(Zip Code)
(701) 356-0130
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Common Stock, $0.00001 par value per share | TITN | The Nasdaq Stock Market LLC |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) and (e) On April 20, 2022, Mark Kalvoda, the Chief Financial Officer of Titan Machinery, Inc. (the “Company”), provided notice of his decision to resign his employment with the Company. Mr. Kalvoda has agreed with the Company to continue his employment until January 15, 2023, and to continue to serve as Chief Financial Officer until a new Chief Financial Officer is in place. The Company intends to begin a search for Mr. Kalvoda’s successor promptly. Under the agreement to continue his employment with the Company, Mr. Kalvoda will continue to receive his current base salary (increasing to $500,000 per year on June 1, 2022), and will be entitled to a pro rata portion of his fiscal 2023 bonus, if earned, based on his length of service during fiscal 2023, and to the accelerated vesting of all of his outstanding unvested shares of restricted stock on termination of employment.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description of Exhibit | |||||||
Press Release dated April 25, 2022 | ||||||||
104 | Cover page interactive data file (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Titan Machinery Inc. | ||||||||
Date: April 25, 2022 | By | /s/ David Meyer | ||||||
Name: | David Meyer | |||||||
Title: | Board Chair and Chief Executive Officer |