FilingIndex
8-KThe WireRoutine

Shareholder Vote

Filed May 9, 2022 · 4y ago · Accession 0000098362-22-000055

Plain English

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

Read the source below for the full document.

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 6, 2022 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 2022 Annual Meeting of Shareholders held on May 6, 2022, 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 2023 (or until their respective successors are elected and qualified); NOMINEES FOR WITHHOLD BROKER NON-VOTES Maria A. Crowe 64,366,390 2,926,016 3,035,932 Elizabeth Ann Harrell 66,307,783 984,623 3,035,932 Richard G. Kyle 65,980,804 1,311,602 3,035,932 Sarah C. Lauber 66,800,118 492,288 3,035,932 John A. Luke, Jr. 65,185,479 2,106,927 3,035,932 Christopher L. Mapes 66,246,559 1,045,847 3,035,932 James F. Palmer 66,793,624 498,782 3,035,932 Ajita G. Rajendra 66,837,780 454,626 3,035,932 Frank C. Sullivan 64,960,753 2,331,653 3,035,932 John M. Timken, Jr. 65,667,742 1,624,664 3,035,932 Ward J. Timken, Jr. 65,706,900 1,585,506 3,035,932 Jacqueline F. Woods 65,076,283 2,216,123 3,035,932 (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 2022 Proxy Statement, is hereby APPROVED. FOR AGAINST ABSTAIN BROKER NON-VOTES 66,009,382 999,906 283,111 3,035,939 (3) ratified the appointment of Ernst & Young LLP as its independent auditor for the fiscal year ending December 31, 2022; and FOR AGAINST ABSTAIN BROKER NON-VOTES 68,221,864 2,004,685 101,789 — (4) approved a shareholder proposal requesting that our Board take each step necessary so that each voting requirement in our charter and bylaws (that is explicit or implicit due to default to state law) that calls for a greater than simple majority vote be eliminated, and replaced by a requirement for a majority of the votes cast for and against applicable proposals, or a simple majority in compliance with applicable laws. FOR AGAINST ABSTAIN BROKER NON-VOTES 53,597,622 13,505,020 189,756 3,035,940 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 9, 2022
Filing details
Company
TIMKEN CO
Ticker
TKR
CIK
98362
Form type
8-K
Filing date
May 9, 2022
Report date
May 6, 2022
Document
tkr-20220506.htm
Size
220 KB