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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 3, 2024
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 2024 Annual Meeting of Shareholders held on May 3, 2024, the shareholders of The Timken Company (the “Company”):

(1) elected the ten Directors set forth below to serve for a term of one year expiring at the annual meeting in 2025 (or until their respective successors are elected and qualified);

NOMINEESFORWITHHOLDBROKER NON-VOTES
Maria A. Crowe
60,132,6071,560,7773,517,740
Elizabeth Ann Harrell60,736,274957,1103,517,740
Richard G. Kyle61,040,859652,5253,517,740
Sarah C. Lauber61,311,739381,6453,517,740
Christopher L. Mapes49,677,83412,015,5503,517,740
James F. Palmer61,159,067534,3173,517,740
Ajita G. Rajendra59,862,0741,831,3103,517,740
Frank C. Sullivan57,919,1423,774,2423,517,740
John M. Timken, Jr.60,255,6181,437,7663,517,740
Ward J. Timken, Jr60,735,510957,8743,517,740


(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 2024 Proxy Statement, is hereby APPROVED.
FORAGAINSTABSTAINBROKER NON-VOTES
59,125,8432,266,957300,5773,517,747


(3) ratified the appointment of Ernst & Young LLP as its independent auditor for the fiscal year ending December 31, 2024;
FORAGAINSTABSTAINBROKER NON-VOTES
63,445,4331,674,21691,4750










(4) approved the amendment and restatement of The Timken Company 2019 Equity and Incentive Compensation Plan; and
FORAGAINSTABSTAINBROKER NON-VOTES
56,491,5375,044,048157,7953,517,744


(5) did not approve a shareholder proposal requesting that The Timken Company adopt independently-verified short- and medium-term science-based greenhouse gas emissions reduction targets, inclusive of emissions from its full value chain, in order to achieve net-zero emissions by 2050 in line with the Paris Agreement’s goal of limiting global temperature rise to 1.5 degrees Celsius.
FORAGAINSTABSTAINBROKER NON-VOTES
13,321,26547,634,275737,8383,517,746




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 6, 2024