FilingIndex
8-KThe WireRoutine

Shareholder Vote

Filed May 8, 2023 · 3y ago · Accession 0000098362-23-000059

Plain English

Material event — a significant development the company must disclose promptly.

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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): May 5, 2023 THE TIMKEN CO MPANY (Exact name of registrant as specified in its charter) Commission file number: 1-1169 Ohio 34-0577130 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 4500 Mount Pleasant Street NW North Canton Ohio   44720-5450 (Address of principal executive offices)   (Zip Code) 234 . 262.3000 (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. ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 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 Common Shares, without par value TKR The New York Stock Exchange 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 2023 Annual Meeting of Shareholders held on May 5, 2023, the shareholders of The Timken Company (the “Company”): (1) elected the eleven Directors set forth below to serve for a term of one year expiring at the annual meeting in 2024 (or until their respective successors are elected and qualified); NOMINEES FOR WITHHOLD BROKER NON-VOTES Maria A. Crowe 58,498,439 5,614,048 3,459,495 Elizabeth Ann Harrell 62,523,736 1,588,751 3,459,495 Richard G. Kyle 63,236,472 876,015 3,459,495 Sarah C. Lauber 63,280,160 832,327 3,459,495 John A. Luke, Jr. 59,572,082 4,540,405 3,459,495 Christopher L. Mapes 57,482,340 6,630,147 3,459,495 James F. Palmer 63,162,353 950,134 3,459,495 Ajita G. Rajendra 63,283,096 829,391 3,459,495 Frank C. Sullivan 59,858,872 4,253,615 3,459,495 John M. Timken, Jr. 62,535,172 1,577,315 3,459,495 Ward J. Timken, Jr. 63,068,741 1,043,746 3,459,495 (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 2023 Proxy Statement, is hereby APPROVED. FOR AGAINST ABSTAIN BROKER NON-VOTES 62,659,947 1,092,282 360,250 3,459,503 (3) recommended, on an advisory basis, one year for the frequency of the shareholder advisory vote on named executive officer compensation; 1 YEAR 2 YEARS 3 YEARS ABSTAIN BROKER NON-VOTES 61,294,522 66,662 2,543,887 207,410 3,459,501 (4) ratified the appointment of Ernst & Young LLP as its independent auditor for the fiscal year ending December 31, 2023; FOR AGAINST ABSTAIN BROKER NON-VOTES 65,210,745 2,245,408 115,829 0 (5) approved an amendment to the Company's Amended Articles of Incorporation to reduce certain shareholder voting requirement thresholds; and FOR AGAINST ABSTAIN BROKER NON-VOTES 63,811,604 192,801 108,075 3,459,502 (6) did not approve a shareholder proposal requesting the Board of Directors take the steps necessary to amend the appropriate Company governing documents to give the owners of a combined 10% of the Company's outstanding common stock the power to call a special shareholder meeting. FOR AGAINST ABSTAIN BROKER NON-VOTES 27,249,281 36,606,381 256,817 3,459,503 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 Vice President, General Counsel & Secretary Date: May 8, 2023
Filing details
Company
TIMKEN CO
Ticker
TKR
CIK
98362
Form type
8-K
Filing date
May 8, 2023
Report date
May 5, 2023
Document
tkr-20230505.htm
Size
228 KB