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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 COMPANY
(Exact name of registrant as specified in its charter)

Commission file number: 1-1169
Ohio34-0577130
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
4500 Mount Pleasant Street NW
North CantonOhio 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 classTrading SymbolName of each exchange on which registered
Common Shares, without par valueTKRThe 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);

NOMINEESFORWITHHOLDBROKER NON-VOTES
Maria A. Crowe58,498,4395,614,0483,459,495
Elizabeth Ann Harrell62,523,7361,588,7513,459,495
Richard G. Kyle63,236,472876,0153,459,495
Sarah C. Lauber63,280,160832,3273,459,495
John A. Luke, Jr.59,572,0824,540,4053,459,495
Christopher L. Mapes57,482,3406,630,1473,459,495
James F. Palmer63,162,353950,1343,459,495
Ajita G. Rajendra63,283,096829,3913,459,495
Frank C. Sullivan59,858,8724,253,6153,459,495
John M. Timken, Jr.62,535,1721,577,3153,459,495
Ward J. Timken, Jr.63,068,7411,043,7463,459,495

(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.

FORAGAINSTABSTAINBROKER NON-VOTES
62,659,9471,092,282360,2503,459,503

(3) recommended, on an advisory basis, one year for the frequency of the shareholder advisory vote on named executive officer compensation;

1 YEAR2 YEARS3 YEARSABSTAINBROKER NON-VOTES
61,294,52266,6622,543,887207,4103,459,501

(4) ratified the appointment of Ernst & Young LLP as its independent auditor for the fiscal year ending December 31, 2023;

FORAGAINSTABSTAINBROKER NON-VOTES
65,210,7452,245,408115,8290




(5) approved an amendment to the Company's Amended Articles of Incorporation to reduce certain shareholder voting requirement thresholds; and

FORAGAINSTABSTAINBROKER NON-VOTES
63,811,604192,801108,0753,459,502

(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.

FORAGAINSTABSTAINBROKER NON-VOTES
27,249,28136,606,381256,8173,459,503


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