-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V0j9qgDMUtDJRcjKdQsyAqg0syQ8s78AOJ49EuKCa7vZOkxk+21aH2AS23CU1uE1 iaU/R4y3J+/aI2gsbwFltg== 0000950152-05-003483.txt : 20050425 0000950152-05-003483.hdr.sgml : 20050425 20050425165427 ACCESSION NUMBER: 0000950152-05-003483 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050419 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20050425 DATE AS OF CHANGE: 20050425 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TIMKEN CO CENTRAL INDEX KEY: 0000098362 STANDARD INDUSTRIAL CLASSIFICATION: BALL & ROLLER BEARINGS [3562] IRS NUMBER: 340577130 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01169 FILM NUMBER: 05770595 BUSINESS ADDRESS: STREET 1: 1835 DUEBER AVE SW CITY: CANTON STATE: OH ZIP: 44706-2798 BUSINESS PHONE: 3304713078 FORMER COMPANY: FORMER CONFORMED NAME: TIMKEN ROLLER BEARING CO DATE OF NAME CHANGE: 19710304 8-K 1 l13597ae8vk.htm THE TIMKEN COMPANY FORM 8-K THE TIMKEN COMPANY Form 8-K
 

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): April 19, 2005

THE TIMKEN COMPANY

(Exact Name of Registrant as Specified in its Charter)

Ohio

(State or Other Jurisdiction of Incorporation)
     
1-1169   34-0577130
(Commission File Number)   (I.R.S. Employer Identification No.)

1835 Dueber Avenue, S.W., Canton, Ohio 44706-2798

(Address of Principal Executive Offices) (Zip Code)

(330) 438-3000

(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))

 

 

Item 1.01 Entry into a Material Definitive Agreement.

The Timken Company Senior Executive Management Performance Plan, as Amended and Restated

On February 1, 2005, the Board of Directors of The Timken Company (the “Company”) adopted The Timken Company Senior Executive Management Performance Plan, as Amended and Restated as of February 1, 2005 (the “2005 Plan”), subject to approval of the Company’s shareholders. On January 31, 2005, the Compensation Committee (the “Committee”) of the Board of Directors of the Company established, subject to approval of the plan by the shareholders of the Company, the performance goals for 2005 under the 2005 Plan, which are earnings before interest and taxes as a percentage of beginning invested capital, and working capital as a percentage of sales. On April 19, 2005, the shareholders of the Company approved the 2005 Plan. For 2005, the Company’s Chief Executive Officer and the four other most highly compensated executive officers of the Company, as listed in the 2005 Proxy Statement, are eligible to receive awards under the 2005 Plan.

             
    Exhibits.    
         
    10.1     The Timken Company Senior Executive Management Performance Plan, as Amended and Restated as of February 1, 2005 and approved by shareholders April 19, 2005 was filed as Appendix A to the Proxy Statement filed on March 14, 2005 and is incorporated herein by reference.

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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/ William R. Burkhart                    
        William R. Burkhart
        Senior Vice President and General Counsel

Date: April 25, 2005

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