Executive Change · Shareholder Vote

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 10, 2019 THE TIMKEN COMPANY (Exact Name of Registrant as Specified in its Charter) Ohio (State or Other Jurisdiction of Incorporation) 1-1169   34-0577130 (Commission File Number)   (I.R.S. Employer Identification No.) 4500 Mt. Pleasant St. NW, North Canton, Ohio 44720-5450 (Address of Principal Executive Offices) (Zip Code) (234) 262-3000 (Registrant's Telephone Number, Including Area Code) 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 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)) 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 o 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. o Item 5.02      Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The Timken Company 2019 Equity and Inventive Compensation Plan (the “2019 LTIP”), was approved by the shareholders of The Timken Company (the “Company”) and became effective on May 10, 2019 at the Company’s 2019 Annual Meeting of Shareholders (the “Annual Meeting”). The 2019 LTIP authorizes 10,000,000 of the Company’s common shares for issuance in connection with the granting of equity-based compensation and allows for cash awards to the Company’s executive officers, other employees, non-employee directors, and certain consultants in the form of option rights, appreciation rights, restricted shares, restricted stock units, deferred shares, performance shares, performance units, common shares, and other equity grants. The 2019 LTIP was previously filed as Appendix B to the Company’s 2019 Proxy Statement and is incorporated herein by reference. Item 5.07      Submission of Matters to a Vote of Security Holders. At the Annual Meeting, the shareholders of the Company: (1) elected the eleven Directors set forth below to serve for a term of one year expiring at the annual meeting in 2020 (or until their respective successors are elected and qualified); NOMINEES FOR WITHHOLD BROKER NON-VOTES Maria A. Crowe 64,045,692 1,947,480 4,691,036 Elizabeth Ann Harrell 65,226,585 766,587 4,691,036 Richard G. Kyle 64,493,539 1,499,633 4,691,036 John A. Luke, Jr. 63,953,094 2,040,078 4,691,036 Christopher L. Mapes 65,347,894 645,278 4,691,036 James F. Palmer 65,289,921 703,251 4,691,036 Ajita G. Rajendra 63,490,573 2,502,599 4,691,036 Frank C. Sullivan 64,153,742 1,839,430 4,691,036 John M. Timken, Jr. 64,305,045 1,688,127 4,691,036 Ward J. Timken, Jr. 63,849,844 2,143,328 4,691,036 Jacqueline F. Woods 64,056,918 1,936,254 4,691,036 (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 2019 Proxy Statement, is hereby APPROVED. FOR AGAINST ABSTAIN BROKER NON-VOTES 63,739,176 1,930,013 323,972 4,691,047 (3) ratified the appointment of Ernst & Young LLP as its independent auditor for the fiscal year ending December 31, 2019; FOR AGAINST ABSTAIN BROKER NON-VOTES 68,528,115 1,813,774 342,319 0 (4) approved the 2019 LTIP; and FOR AGAINST ABSTAIN BROKER NON-VOTES 59,331,692 6,386,998 274,473 4,691,045 (5) did not approve a shareholder proposal asking our Board of Directors to adopt a policy, or otherwise take the steps necessary, to require that the Chair of the Board of Directors be independent. FOR AGAINST ABSTAIN BROKER NON-VOTES 12,745,577 53,079,611 167,970 4,691,050 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/ Philip D. Fracassa       Philip D. Fracassa       Executive Vice President and Date:   May 10, 2019 Chief Financial Officer