Additional Proxy Soliciting Materials (definitive) (defa14a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ý Filed by a Party other than the Registrant o

Check the appropriate box:

o Preliminary Proxy Statement

o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o Definitive Proxy Statement

ý Definitive Additional Materials

o Soliciting Material under §240.14a-12

TITAN MACHINERY INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)Title of each class of securities to which transaction applies:

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(2)Aggregate number of securities to which transaction applies:

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(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

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The following press release was issued by Titan Machinery Inc. on May 11, 2020.

Important Notice Regarding Titan Machinery Inc.

The following Notice amends and supplements the proxy statement of Titan Machinery Inc. (the "Company"), including the notice of meeting, dated April 24, 2020 and made available to the Company' s stockholders in connection with the Company's 2020 Annual Meeting of Stockholders to be held on June 8, 2020. The following notice is being made available to the Company's stockholders on or about May 11, 2020 and should be read in conjunction with the proxy statement.