tkr-202408070000098362false00000983622024-03-262024-03-26
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
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Date of Report (Date of earliest event reported): | August 7, 2024 |
THE TIMKEN COMPANY
(Exact name of registrant as specified in its charter)
Commission file number: 1-1169
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| Ohio | | 34-0577130 |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
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| 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:
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| 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 August 7, 2024, the Board of Directors (the “Board”) of The Timken Company (the “Company”) approved an increase in the size of the Board from ten to eleven members and elected Todd M. Leombruno as a director. Mr. Leombruno will begin serving as a director on August 8, 2024 for a term that expires at the 2025 Annual Meeting of Shareholders of the Company and will also serve on the Audit and Nominating and Corporate Governance Committees of the Board. Mr. Leombruno is the Executive Vice President and Chief Financial Officer of Parker Hannifin Corporation, a global leader in motion and control technologies.
In connection with his appointment and service to the Board, Mr. Leombruno will receive the same compensation as all other non-employee directors of the Company as disclosed in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission (the “SEC”) on March 14, 2024. Mr. Leombruno and the Company will also enter into the Company’s standard director indemnification agreement, the form of which was previously filed with the SEC as Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.
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.
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| THE TIMKEN COMPANY |
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| By: | /s/ Hansal N. Patel |
| Hansal N. Patel |
| Vice President, General Counsel & Secretary |
Date: August 7, 2024 | |