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8-KThe WireRed Alert

Executive Change · Shareholder Vote

Filed May 8, 2026 · 1mo ago · Accession 0000098362-26-000035

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 8, 2026 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 5.02      Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On May 8, 2026, The Timken Company (the “Company”) entered into a letter agreement (the “Letter Agreement”) with Hansal N. Patel, the Company’s Executive Vice President, General Counsel and Corporate Development. The primary purpose of the Letter Agreement is to provide Mr. Patel with special treatment of certain existing and future short-term and long-term incentive compensation awards in recognition of his contributions to the Company and in furtherance of his continued employment with the Company through at least June 30, 2028. A copy of the Letter Agreement is filed as Exhibit 10.1 hereto and is expressly incorporated herein by reference. Item 5.07      Submission of Matters to a Vote of Security Holders. At the 2026 Annual Meeting of Shareholders held on May 8, 2026, the shareholders of Company: (1) elected the twelve Directors set forth below to serve for a term of one year expiring at the annual meeting in 2027 (or until their respective successors are elected and qualified); NOMINEES FOR WITHHOLD BROKER NON-VOTES Lucian Boldea 59,598,638   948,854   3,182,667 Maria A. Crowe 58,028,580 2,518,912 3,182,667 Elizabeth A. Harrell 58,197,705 2,349,787 3,182,667 Richard G. Kyle 59,605,368 942,124 3,182,667 Sarah C. Lauber 59,271,708 1,275,784 3,182,667 Todd M. Leombruno 58,659,558 1,887,934 3,182,667 Christopher L. Mapes 55,431,064 5,116,428 3,182,667 Ajita G. Rajendra 53,788,853 6,758,639 3,182,667 Kimberly K. Ryan 59,475,084 1,072,408 3,182,667 Frank C. Sullivan 57,747,501 2,799,991 3,182,667 John M. Timken, Jr. 58,945,757 1,601,735 3,182,667 Ward J. Timken, Jr. 59,599,013 948,479 3,182,667 (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 2026 Proxy Statement, is hereby APPROVED. FOR AGAINST ABSTAIN BROKER NON-VOTES 44,837,026 15,272,988 437,466 3,182,679 (3) ratified the appointment of Ernst & Young LLP as its independent auditor for the fiscal year ending December 31, 2026; and FOR AGAINST ABSTAIN BROKER NON-VOTES 61,717,389 1,977,231 35,539 0 (4) did not approve a shareholder proposal requesting that the Board of Directors take the steps necessary to amend the appropriate Company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting or the owners of the lowest percentage of shareholders, as governed by state law, the power to call a special shareholder meeting. FOR AGAINST ABSTAIN BROKER NON-VOTES 24,930,334 35,358,915 258,231 3,182,679 Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit  No.  Description 10.1 Letter Agreement dated as of May 8, 2026 between The Timken Company and Hansal N. Patel. 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/ Michael A. Discenza Michael A. Discenza Executive Vice President and Chief Financial Officer Date: May 8, 2026 EXHIBIT INDEX Exhibit No. Description 10.1 Letter Agreement dated as of May 8, 2026 between The Timken Company and Hansal N. Patel. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Filing details
Company
TIMKEN CO
Ticker
TKR
CIK
98362
Form type
8-K
Filing date
May 8, 2026
Report date
May 8, 2026
Document
tkr-20260508.htm
Size
226 KB