UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. _)

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

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

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under § 240.14a-12

The Timken Company

(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 all boxes that apply):

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☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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John M. Timken, Jr.
Chairman – Board of Directors

The Timken Company
4500 Mt. Pleasant Street NW
North Canton, OH 44720

March 14, 2024

Dear Fellow Timken Shareholder:

Your Board of Directors is pleased to invite you to the 2024 Annual Meeting of Shareholders of The Timken Company to be held on Friday, May 3, 2024, at 10:00 a.m. Eastern Time. We will conduct this year’s meeting in an online-only format, with attendance via the internet.

This year, you are being asked to act upon five matters. Four of these matters (Proposals No. 1, 2, 3 and 4) have been unanimously recommended by your Board of Directors, while one of these matters (Proposal No. 5) is a shareholder proposal that is not supported by your Board of Directors. Details of these matters, along with the recommendations of your Board of Directors, are contained in the accompanying Notice of 2024 Annual Meeting of Shareholders and Proxy Statement.

Please read the enclosed information carefully before voting your shares. Voting your shares as soon as possible will ensure your representation at the meeting, whether or not you plan to attend.

I want to thank you for your continuous support of our business over the years and I look forward to strong participation and a similar vote of support at the 2024 Annual Meeting of Shareholders.

Sincerely,

John M. Timken, Jr.
Chairman – Board of Directors

Engineered Bearings I Mechanical Power Transmission Products I Industrial Services

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THE TIMKEN COMPANY

North Canton, Ohio

_____________________

NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS

__________________________________________

The 2024 Annual Meeting of Shareholders of The Timken Company will be held on Friday, May 3, 2024, at 10:00 a.m. Eastern Time, in an online-only format, with attendance via the internet at the following web address: www.cesonlineservices.com/tkr24_vm. You will not be able to attend this meeting in person.

The meeting is being held for the following purposes:

1.	Election of 10 Directors to serve for a term of one year;
2.	Approval, on an advisory basis, of our named executive officer compensation;
3.	Ratification of the appointment of Ernst & Young LLP as our independent auditor for the fiscal year ending December 31, 2024;
4.	Approval of the amendment and restatement of The Timken Company 2019 Equity and Incentive Compensation Plan;
5.	Consideration of a shareholder proposal requesting that The Timken Company adopt independently-verified short- and medium-term science-based greenhouse gas emissions reduction targets, inclusive of emissions from its full value chain, in order to achieve net-zero emissions by 2050 in line with the Paris Agreement’s goal of limiting global temperature rise to 1.5 degrees Celsius; and
6.	Consideration of such other business as may properly come before the meeting.

Shareholders of record of common shares of The Timken Company at the close of business on February 20, 2024 are the shareholders entitled to notice of and to vote at the meeting.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO PARTICIPATE IN THE ONLINE-ONLY 2024 ANNUAL MEETING OF SHAREHOLDERS, PLEASE SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT IN THE POSTAGE-PAID ENVELOPE PROVIDED OR VOTE YOUR SHARES ELECTRONICALLY THROUGH THE INTERNET OR BY TELEPHONE. VOTING INSTRUCTIONS ARE PROVIDED ON THE ENCLOSED PROXY CARD.

Effect of Not Casting Your Vote. Under New York Stock Exchange rules, if you hold your shares in “street name” through a brokerage account, your broker will NOT be able to vote your shares for you on most of the matters being considered at the 2024 Annual Meeting of Shareholders, including the election of Directors, unless you have given instructions to your broker prior to the meeting.

To attend the online-only meeting, you will need to pre-register by 10:00 a.m. Eastern Time on May 2, 2024. To pre-register for the meeting, please follow these instructions:

Registered Shareholders

If your shares are registered in your name with our transfer agent or you are a participant holding shares in a Timken-sponsored employee savings plan and you wish to attend the virtual meeting, go to www.cesonlineservices.com/tkr24_vm. Please have your Proxy Card or Notice of the Meeting, containing your 11-digit control number available and follow the instructions to complete your registration request.

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Beneficial Shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record)

Beneficial shareholders who wish to attend the virtual meeting may pre-register by visiting the website www.cesonlineservices.com/tkr24_vm. Please have available the voting instruction form, notice, or other communication from your broker, bank, or other holder of record that sets forth the control number provided to you and follow the instructions to complete your registration request.

After pre-registering for the meeting, shareholders will receive a confirmation email with a link and instructions for accessing the virtual Annual Meeting and submitting questions. Shareholders may review the rules of conduct for the virtual meeting or vote during the virtual Annual Meeting by following the instructions available on the meeting website.

Thank you for your continued support of The Timken Company.

	Hansal N. Patel
	Vice President, General Counsel & Secretary

March 14, 2024

Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting of Shareholders to be held on May 3, 2024: This Proxy Statement and our 2023 Annual Report to Shareholders are available on the Investors section of our website https://investors.timken.com/.

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TABLE OF CONTENTS

Notice of 2024 Annual Meeting of Shareholders and Proxy Statement
	Chairman’s Letter
	Notice of Annual Meeting
	Table of Contents
1	Proxy Summary
12	Proxy Statement
12	Proposal No. 1: Election of Directors
13	Nominees
18	Independence Determinations
18	Related Party Transactions Approval Policy
19	Board and Committee Meetings
19	Board Leadership Structure
20	Director Compensation
22	Board Committees
22	Audit Committee
22	Compensation Committee
24	Nominating and Corporate Governance Committee
25	Corporate Governance and Social Responsibility Highlights
29	Shareholder Engagement in 2023
29	Risk Oversight
29	Shareholder Communications
30	Beneficial Ownership of Common Shares
33	Proposal No. 2: Approval, on an Advisory Basis, of Our Named Executive Officer Compensation
34	Compensation Discussion and Analysis
59	Executive Compensation

73	CEO Pay Ratio
74	Pay Versus Performance
78	Proposal No. 3: Ratification of Appointment of Independent Auditor
79	Auditor
79	Audit Committee Report
80	Proposal No. 4: Approval of the Amendment and Restatement of The Timken Company 2019 Equity and Incentive Compensation Plan
92	Proposal No. 5: Shareholder Proposal – Adopt Ambitious Emissions Reduction Targets
97	Other Information
97	Participation at the Annual Meeting
97	Proxy Solicitation
98	How Proxies Will be Voted
98	Voting at the Meeting
98	Submission of Shareholder Proposals
99	General
A-1	Appendix A
B-1	Appendix B

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PROXY SUMMARY

This summary highlights certain information contained in the Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement before voting.

2024 Annual Meeting of Shareholders

Date and Time:		Friday, May 3, 2024, at 10:00 a.m. Eastern Time

Location:		Online-only format, with attendance via the internet at the following web address: www.cesonlineservices.com/tkr24_vm

Record Date:		February 20, 2024

Mail Date:		The approximate date our Proxy Statement and proxy card will be first sent or given to our shareholders is March 15, 2024.

Voting Matters and Board Voting Recommendations

Board Recommends	Proposal	See Page
For	1. Election of 10 Directors to serve for a term of one year.	12
For	2. Approval, on an advisory basis, of our named executive officer compensation.	33
For	3. Ratification of the appointment of Ernst & Young LLP as our independent auditor for the fiscal year ending December 31, 2024.	78
For	4. Approval of the amendment and restatement of The Timken Company 2019 Equity and Incentive Compensation Plan.	80
Against	5. A shareholder proposal requesting that The Timken Company adopt independently-verified short- and medium-term science-based greenhouse gas emissions reduction targets, inclusive of emissions from its full value chain, in order to achieve net-zero emissions by 2050 in line with the Paris Agreement’s goal of limiting global temperature rise to 1.5 degrees Celsius.	92

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Director Nominees

See Proposal No. 1 on page 12 of the Proxy Statement for more details on the 10 nominees for Director. The following information describes relevant information about each nominee as of March 1, 2024.

				Committee Memberships
Name and Title	Age	Director since	Independent	Audit	Compensation	Nominating & Corporate Governance	Other Public Boards
Maria A. Crowe Retired President of Manufacturing Operations, Eli Lilly and Company	64	2014	ü	ü		ü Chair	_
Elizabeth A. Harrell Retired Major General, U.S. Air Force	70	2017	ü		ü	ü	_
Richard G. Kyle President and Chief Executive Officer, The Timken Company	58	2013					1
Sarah C. Lauber Executive Vice President, CFO and Secretary, Douglas Dynamics, Inc.	52	2021	ü	ü	ü		_
Christopher L. Mapes Executive Chairman of the Board, Lincoln Electric Holdings, Inc.	62	2014	ü	ü		ü	3
James F. Palmer Retired Corporate Vice President and Chief Financial Officer, Northrop Grumman Corporation	74	2015	ü	ü Chair	ü		_
Ajita G. Rajendra Retired Executive Chairman, President and CEO A. O. Smith Corporation	72	2014	ü	ü	ü Chair		2
Frank C. Sullivan Chairman and Chief Executive Officer, RPM International Inc.	63	2003	ü		ü	ü	1
John M. Timken, Jr. Chairman, Board of Directors, The Timken Company	72	1986	ü Independent Chairman				_
Ward J. Timken, Jr. Chief Executive Officer, McKinley Strategies, LLC	56	2002	ü				_
Average Age / Median Tenure	64	10 years

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Board Nominee Composition Overview

Gender and Ethnic Diversity	Independence




Leadership	Refreshment

2/3	Over Half
of Committee Chairs are ethnically or gender diverse	of our Board refreshed within the last decade

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Representative Skills and Attributes of the Board

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Corporate Governance Highlights

The Timken Company is committed to strong corporate governance as evidenced by the following practices. See page 25 of the Proxy Statement for more details.

Board Independence	ü 9 of 10 Director nominees are independent ü Independent Chair of the Board
Director Elections	ü Commitment to Board refreshment and diversity – 6 new Directors (representing over half of our Board) added in the past decade ü 2 of 3 of the committee chairs are ethnically or gender diverse ü All committee members are independent ü Declassified Board with annual Board elections ü Directors are elected by a majority of votes cast, and our Majority Voting Policy requires any Director who fails to receive a majority of the votes cast in favor of his or her election to submit his or her resignation to the Board
Board Practices	ü Stock ownership requirements for nonemployee Directors (5x cash retainer) ü At each Board meeting, the independent Directors have the opportunity to conduct executive sessions ü Annual Board, committee and Director evaluations ü Over-boarding policy limits the number of public company boards a Director can serve on
Shareholder Rights	ü Shareholder proxy access with 3/3/20/20 parameters ü Special meetings may be called by shareholders holding 25% of the Company’s common shares ü No “supermajority” voting requirements
Other Best Practices	ü Annual advisory vote to approve our named executive officer compensation with consistently strong shareholder support over the past five years ü 4 of 10 Director nominees are ethnically or gender diverse ü Code of Conduct for Directors, officers and employees ü Strong focus on shareholder engagement – over 500 interactions with investors in 2023 ü Audit Committee or Board receives reports on cyber security threats and trends at least annually and receives regular updates on our information security program ü Nominating and Corporate Governance Committee provides oversight for Corporate Social Responsibility (“CSR”) program

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Executive Leadership Diversity

Corporate Social Responsibility

At Timken, we view our CSR program as an interconnected system of actions to improve the lives of individuals and communities, benefit the planet and strengthen our business. We align our global programs with our engineering expertise to build a world that is more efficient and more resilient. In consideration of our efforts, we were named one of America’s Most Responsible Companies by Newsweek and Statista for the third straight time.

Throughout 2023, we continued to pursue great