UNITED STATES

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): December 1, 2016

TITAN INTERNATIONAL, INC.
(Exact name of Registrant as specified in its Charter)


Delaware
1-12936
36-3228472
(State of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

2701 Spruce Street, Quincy, IL 62301
(Address of principal executive offices, including Zip Code)

(217) 228-6011
(Registrant's telephone number, including area code)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





INFORMATION TO BE INCLUDED IN THIS REPORT

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 Company’s benefit programs which are generally available to Titan’s 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 100% of his base salary or adjusted base salary for both the balance of the calendar year in which he is terminated or leaves Titan’s 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 Company’s 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 Titan’s 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 pursuant 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 pursuant 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
99
Press Release dated December 9, 2016

(a)
Incorporated by reference to the same numbered exhibit contained in the Company’s Current Report on Form 8-K filed on December 23, 2015.




SIGNATURE


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 INTERNATIONAL, INC.
 
(Registrant)

Date:
December 9, 2016
By :
/s/ JAMES M. FROISLAND
 
 
 
James M. Froisland
 
 
 
Chief Financial Officer
 
 
 
(Principal Financial Officer)
 
 
 
 


EXHIBIT INDEX
    




Exhibit No.
Description
 
 
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
99
Press Release dated December 9, 2016

(a)
Incorporated by reference to the same numbered exhibit contained in the Company’s Current Report on Form 8-K filed on December 23, 2015.







FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

This First Amendment to Employment Agreement (“First Amendment”) is made and entered into this 7th day of December, 2016, by and between Titan International, Inc., a Delaware corporation, its successor or assign ("Titan" or "the Company") and Paul G. Reitz ("Executive" and together with Titan, "Parties" and each individually, "Party"). WITNESSETH:

WHEREAS, Titan and Executive entered into a certain Employment Agreement dated on or about December 22, 2015 whereby Titan agreed to employ Executive as its President upon the terms and conditions set forth therein (the “Employment Agreement”); and
    
WHEREAS, the Parties wish to amend certain terms and conditions of the Employment Agreement as hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants and obligations set out herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Titan and Executive agree as follows:

1.      Section 1 - Position Responsibilities of the Employment Agreement shall be deleted in its entirety and the following inserted in lieu thereof:

"1.      Position Responsibilities . Titan agrees to employ Executive and Executive agrees to accept employment as President and Chief Executive Officer ("CEO") of the Company pursuant to the terms of this Agreement. Executive 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 Company's Board Chairman and/or its Board of Directors during the Employment Term, including, if applicable, during the Extended Employment Term. Executive will devote such of his business skill, time and effort to his employment hereunder as shall be reasonably necessary to discharge his obligations hereunder."

2.      Section 3 - Direct Compensation of the Employment Agreement shall be deleted in its entirety and the following inserted in lieu thereof:

"3.      Direct Compensation. For his service hereunder during the Employment Term and, if applicable, during the Extended Employment Term, Executive will receive a base salary payable at an annual rate of $900,000 (the "Base Salary"), to be paid in accordance with the normal practices for remunerating Titan's salaried executive employees. Nothing in this Agreement will be deemed to prohibit an increase at any time in the Executive's Base Salary if Titan's Board of Directors approves the same in its sole discretion (as so approved and adjusted, the "Adjusted Base Salary")."






3.      Other than the modifications hereinabove provided, the Employment Agreement shall continue in full force and effect and all remaining provisions of the Employment Agreement are incorporated herein and are hereby modified or supplemented to the extent necessary to conform herewith and in all other respects shall be and continue in full force and effect and are ratified and confirmed hereby. This First Amendment shall be effective as of January 1, 2017. Capitalized words and phrases having defined meanings when used in the Employment Agreement shall have the same meanings when used herein.

4.      This First Amendment may be executed in counterparts, including a facsimile or photocopy thereof, each of which shall be deemed to be an original and all of which counterparts shall constitute one and the same instrument. A facsimile or electronically transmitted signature (pdf) shall have the same force and effect as an original and shall bind any Party signing in such manner.

IN WITNESS WHEREOF, Titan and Executive have executed this First Amendment as of the day and year first above written.

TITAN INTERNATIONAL, INC
 
 
By:
/s/ MAURICE M. TAYLOR
 
Maurice M. Taylor
 
Chairman and CEO
 
 
EXECUTIVE:
 
 
By:
/s/ PAUL G. REITZ
 
Paul G. Reitz






Exhibit 99
TITAN INTERNATIONAL, INC. NAMES PAUL REITZ NEXT CEO

QUINCY, Ill--Titan International, Inc. (NYSE: TWI)
December 9, 2016

Contact: Todd Shoot, IR contact
todd.shoot@titan-intl.com; 217-221-4416

QUINCY, Ill.- The Board of Directors (“the Board”) of Titan International, Inc. (the “Company” or “Titan”) has promoted Mr. Paul G. Reitz to Chief Executive Officer (CEO) and President effective January 1, 2017.

Maurice Taylor, Chairman, states, “This has been a six year process. Six years ago we hired a search firm to find a Wheel President, a Tire President and a Chief Financial Officer (CFO). When it was time to select the President of Titan, after approximately four years, the Board decided that they could once again retain a search firm or choose one of these three candidates. They determined the right candidate was Paul Reitz, who was made President two years ago and has now earned the right to become both CEO and President. Paul has demonstrated that he is not only intelligent but he knows how to build and lead a strong team. I look forward to advising him on various engineering products and helping out with new wheel operations in Russia and Brazil. I will continue visiting our customers and promoting the benefits of our LSW products, along with making an appearance at a few investor conferences.”

Mr. Reitz, who is 44 years old, joined the Company in July 2010 as CFO and was promoted to President in February 2014.  Prior to joining Titan, he was the Chief Accounting Officer for Carmike Cinemas based in Columbus, GA.  Mr. Reitz has also held leadership positions with McLeodUSA Publishing, Yellow Book USA Inc., and Deloitte and Touche LLP. He has a Master's of Business Administration Degree from the University of Iowa and a Bachelor of Business Administration Degree from Northwood University. Paul is married with two children who share their parents’ passion for sports.

Maurice M. Taylor, Jr., who has been an integral part of Titan since its inception more than 33 years ago, will continue to serve as Chairman of Titan’s Board of Directors.

Company description: Titan International, Inc. (NYSE: TWI), a holding company, owns subsidiaries that supply wheels, tires, assemblies and undercarriage products for off-highway equipment used in agricultural, earthmoving/construction and consumer applications. For more information, visit www.titan-intl.com.