Timken Company filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$TKR
Metal Fabrications
Industrials
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): | |||||
THE TIMKEN CO MPANY
(Exact name of registrant as specified in its charter)
Commission file number: 1-1169
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
(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 obligation of the registrant under any of the following provisions.
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 5.07 Submission of Matters to a Vote of Security Holders.
At the 2025 Annual Meeting of Shareholders held on May 2, 2025, the shareholders of The Timken Company (the “Company”):
(1) elected the twelve Directors set forth below to serve for a term of one year expiring at the annual meeting in 2026 (or until their respective successors are elected and qualified);
| NOMINEES | FOR | WITHHOLD | BROKER NON-VOTES | |||||||||||||||||
| Maria A. Crowe | 57,030,853 | 2,831,248 | 3,047,900 | |||||||||||||||||
| Elizabeth A. Harrell | 57,273,884 | 2,588,217 | 3,047,900 | |||||||||||||||||
| Richard G. Kyle | 58,256,346 | 1,605,755 | 3,047,900 | |||||||||||||||||
| Sarah C. Lauber | 57,980,137 | 1,881,964 | 3,047,900 | |||||||||||||||||
| Todd M. Leombruno | 58,164,442 | 1,697,659 | 3,047,900 | |||||||||||||||||
| Christopher L. Mapes | 54,433,938 | 5,428,163 | 3,047,900 | |||||||||||||||||
| James F. Palmer | 57,765,410 | 2,096,691 | 3,047,900 | |||||||||||||||||
| Ajita G. Rajendra | 55,693,680 | 4,168,421 | 3,047,900 | |||||||||||||||||
| Kimberly K. Ryan | 58,165,194 | 1,696,907 | 3,047,900 | |||||||||||||||||
| Frank C. Sullivan | 56,237,868 | 3,624,233 | 3,047,900 | |||||||||||||||||
| John M. Timken, Jr. | 57,658,208 | 2,203,893 | 3,047,900 | |||||||||||||||||
| Ward J. Timken, Jr. | 58,229,015 | 1,633,086 | 3,047,900 | |||||||||||||||||
(2) approved, on an advisory basis, the resolution set forth below regarding named executive officer compensation;
RESOLVED, that the compensation of the named executive officers as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and any related material disclosed in the 2025 Proxy Statement, is hereby APPROVED.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||||||
| 49,427,907 | 10,233,222 | 200,829 | 3,048,043 | |||||||||||||||||
(3) ratified the appointment of Ernst & Young LLP as its independent auditor for the fiscal year ending December 31, 2025;
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||||||
| 61,476,646 | 1,366,226 | 67,129 | 0 | |||||||||||||||||
(4) did not approve a shareholder proposal requesting that the Company adopt independently-verified short- and medium-term science-based greenhouse gas emissions reduction targets, inclusive of emissions from its full value chain; and
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||||||
| 5,264,839 | 53,817,179 | 779,946 | 3,048,037 | |||||||||||||||||
(5) did not approve a shareholder proposal requesting that the Company’s Board of Directors amend the Company policy on recoupment of incentive pay to apply to each Named Executive Officer and to state that conduct or negligence – not merely misconduct – shall trigger mandatory application of that policy and to report to shareholders in each annual meeting proxy the results of any deliberations regarding the policy.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||||||
| 4,907,528 | 54,270,189 | 684,246 | 3,048,038 | |||||||||||||||||
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.
| THE TIMKEN COMPANY | |||||
| By: | /s/ Hansal N. Patel | ||||
| Hansal N. Patel | |||||
| Executive Vice President, General Counsel & Secretary | |||||
Date: May 5, 2025 | |||||