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Item 9A. Controls and Procedures

2021-03-31 compared with 2020-04-07 · 42 added, 43 removed, 111 unchanged (43% of the section changed)

6 unchanged sentences

Based on this evaluation, management has concluded that our internal control over financial reporting was effective as of January 31, 2021.

Deloitte & Touche LLP, the independent registered public accounting firm that audited the consolidated financial statements included in this Form 10-K, has also audited our internal control over financial reporting as of January 31, 2020 , as stated in their attestation report included in Item 8 of this Form 10-K.

Deloitte & Touche LLP, the independent registered public accounting firm that audited the consolidated financial statements included in this Form 10-K, has also audited our internal control over financial reporting as of January 31, 2021, as stated in their report included in Item 8 of this Form 10-K.

Changes in Internal Control over Financial Reporting.

2 unchanged sentences

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Other than the information included in Part I of this Form 10-K under the heading "Information About Our Executive Officers," the information required by Item 10 is incorporated by reference to the sections labeled "Board of Directors" and "Corporate Governance.

all of which will appear in our definitive proxy statement for our 2020 Annual Meeting of Stockholders.

EXECUTIVE COMPENSATION

7 unchanged sentences

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Documents filed as part of this report.

(a) Documents filed as part of this report.

(1) Financial Statements.

4 unchanged sentences

Consolidated Statements of Operations for each of the three years in the period ended January 31, 2021

Consolidated Statements of Comprehensive Income (loss) for each of the three years in the period ended January 31, 2020

Consolidated Statements of Comprehensive Income for each of the three years in the period ended January 31, 2021

Consolidated Statements of Stockholders' Equity for each of the three years in the period ended January 31, 2021

5 unchanged sentences

All other financial statement schedules have been omitted, because they are not applicable, are not required, or the information is included in the Financial Statements or Notes thereto

(3) Exhibits.

See the Exhibit Index to our Form 10-K immediately following below:

7 unchanged sentences

333-145526, filed with the Commission on December 3, 2007).

Indenture, dated as of April 24, 2012, by and between the registrant and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 of the registrant's Current Report on Form 8-K filed with the Commission on April 24, 2012, File No.

Description of Securities of Titan Machinery registered under Section 12 of the Exchange Act of 1934, as amended.

Description of Securities of Titan Machinery registered under Section 12 of the Exchange Act of 1934, as amended (incorporated herein by reference to Exhibit 4.3 of the registrant's Annual Report on Form 10-K filed with the Commission on April 7, 2020).

Amended and Restated Employment Agreement, dated March 6, 2013, between David Meyer and the registrant (incorporated herein by reference to Exhibit 10.2 of the registrant's Annual Report on Form 10-K filed with the Commission on April 10, 2013, File No.

32 unchanged sentences

Amendment dated November 13, 2019 to the Amended and Restated Wholesale Floor Plan Credit Facility and Security Agreement dated November 13, 2007 by and between the registrant and CNH Industrial Capital America LLC (incorporated herein by reference to Exhibit 10.1 of the registrant’s Quarterly Report on Form 10-Q filed with the Commission on December 5, 2019).

Third Amended and Restated Credit Agreement dated as of April 3, 2020 by and among the registrant, Bank of America, National Association, and the Financial Institutions Party Thereto (incorporated by reference to Exhibit 10.1 of the registrant's Current Report on Form 8-K filed with the Commission on April 6, 2020).

Amended and Restated 2005 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 of the registrant's Current Report on Form 8-K filed with the Commission on June 6, 2011, File No.

001-33866).**

Form of Incentive Stock Option Agreement under the 2005 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.22 of the registrant's Amendment No.

2 to Registration Statement on Form S-1, Reg.

333-145526, filed with the Commission on October 10, 2007).**

Form of Non-Qualified Stock Option Agreement under the 2005 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.23 of the registrant's Amendment No.

2 to Registration Statement on Form S-1, Reg.

333-145526, filed with the Commission on October 10, 2007).**

Form of Restricted Stock Agreement under the 2005 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.24 of the registrant's Amendment No.

2 to Registration Statement on Form S-1, Reg.

333-145526, filed with the Commission on October 10, 2007).**

Amendment dated November 17, 2020 to the Amended and Restated Wholesale Floor Plan Credit Facility and Security Agreement dated November 13, 2007 by and between the registrant and CNH Industrial Capital America LLC.

Third Amended and Restated Credit Agreement, dated as of April 3, 2020, by and among the registrant, as Borrower, the financial institutions party thereto, as lenders, Bank of America, N.A., as Administrative Agent, Bank of American, N.A., Wells Fargo Bank N.A., and Regions Bank, as Joint Lead Arrangers and Joint Book Runners, Wells Fargo Bank, N.A., and Regions Bank, as Joint Syndication Agents, and BBVA USE as Documentation Agent (incorporated by reference to Exhibit 10.1 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on June 4, 2020).

Titan Machinery Inc.

2014 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 of the registrant's Current Report on Form 8-K filed with the Commission on June 3, 2014, File No.

001-33866).**

2014 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the Commission on June 3, 2014).**

Amended and Restated Titan Machinery Inc.

2014 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed with the Commission on June 9, 2020).**

Form of Titan Machinery Inc.

1 unchanged sentence

Form of Titan Machinery Inc.

Restricted Stock Agreement (for non-employee directors) under the Amended and Restated Titan Machinery Inc.

2014 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.2 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on June 4, 2020).**

Form of Titan Machinery Inc.

Restricted Stock Agreement under the 2014 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.3 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on June 5, 2014, File No.

3 unchanged sentences

Form of Titan Machinery Inc.

Restricted Stock Unit Agreement under the 2014 Equity Incentive Plan, used for purposes of granting awards to European employees (incorporated herein by reference to Exhibit 10.2 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on September 9, 2014).**

Restricted Stock Agreement under the Amended and Restated Titan Machinery Inc.

2014 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.3 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on June 4, 2020).**

Form of Titan Machinery Inc.

Restricted Stock Unit Agreement under the Amended and Restated Titan Machinery Inc.

2014 Equity Incentive Plan, used for purposes of granting awards to European employees (incorporated herein by reference to Exhibit 10.2 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on September 9, 2014).**

Form of Titan Machinery Inc.

Restricted Stock Unit Agreement under the 2014 Equity Incentive Plan, used for purposes of granting awards to European employees, revised effective June 1, 2017 (incorporated herein by reference to Exhibit 10.18.1 of the registrant's Annual Report on Form 10-K with the Commission on April 5, 2019).

Form of Titan Machinery Inc.

Restricted Stock Unit Agreement under the Amended and Restated Titan Machinery Inc.

2014 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.4 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on June 4, 2020).**

Form of Director and Officer Indemnification Agreement (incorporated herein by reference to Exhibit 10.19 of the registrant's Annual Report on Form 10-K with the Commission on April 5, 2019).

10 unchanged sentences

101* The following materials from Titan Machinery Inc.'s Annual Report on Form 10-K for the year ended January 31, 2021 formatted in XBRL (Extensible Business Reporting Language):

(i) the Consolidated Statements of Operations for the fiscal years ended January 31, 2020, 2019 and 2018, (ii) the Consolidated Statements of Operations for the fiscal years ended January 31, 2020, 2019 and 2018, (iii) the Consolidated Statements of Comprehensive Income (Loss) for the fiscal years ended January 31, 2020, 2019 and 2018, (iv) the Consolidated Statements of Stockholders' Equity for the fiscal years ended January 31, 2020, 2019 and 2018, (v) the Consolidated Statements of Cash Flows for the fiscal years ended January 31, 2020, 2019 and 2018, and (vi) the Notes to the Consolidated Financial Statements.

(i) the Consolidated Statements of Operations for the fiscal years ended January 31, 2021, 2020 and 2019, (ii) the Consolidated Statements of Operations for the fiscal years ended January 31, 2021, 2020 and 2019, (iii) the Consolidated Statements of Comprehensive Income for the fiscal years ended January 31, 2021, 2020 and 2019, (iv) the Consolidated Statements of Stockholders' Equity for the fiscal years ended January 31, 2021, 2020 and 2019, (v) the Consolidated Statements of Cash Flows for the fiscal years ended January 31, 2021, 2020 and 2019, and (vi) the Notes to the Consolidated Financial Statements.

101.SCH* Inline XBRL Taxonomy Extension Schema Document

101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

______________________________________________________

4 unchanged sentences

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

April 6, 2020

March 30, 2021

TITAN MACHINERY INC.

/s/ MARK KALVODA

By /s/ DAVID J.

MEYER By /s/ MARK KALVODA

Board Chair and Chief Executive Officer

2 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Board Chair, Chief Executive Officer (principal executive officer)

April 6, 2020

/s/ MARK KALVODA

Chief Financial Officer (principal financial officer and principal accounting officer)

April 6, 2020

Tony Christianson

April 6, 2020

Stanley Dardis

April 6, 2020

Stan Erickson

April 6, 2020

Christine Hamilton

April 6, 2020

John Henderson

April 6, 2020

/s/ MARK KALVODA

Signature Title Date

MEYER Board Chair, Chief Executive Officer (principal executive officer) March 30, 2021

/s/ MARK KALVODA Chief Financial Officer (principal financial officer and principal accounting officer) March 30, 2021

Tony Christianson March 30, 2021

Stanley Dardis March 30, 2021

Stan Erickson March 30, 2021

Christine Hamilton March 30, 2021

Jody Horner March 30, 2021

Richard Mack March 30, 2021

*By /s/ MARK KALVODA

Mark Kalvoda, Attorney-in-Fact

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures