8-K

0001193125-12-220505.txt : 20120509 0001193125-12-220505.hdr.sgml : 20120509 20120509091227 ACCESSION NUMBER: 0001193125-12-220505 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120508 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20120509 DATE AS OF CHANGE: 20120509 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: 12823955 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 d349690d8k.htm 8-K 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): May 8, 2012

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 5.07

Submission of Matters to a Vote of Security Holders.

At the 2012 Annual Meeting of Shareholders of The Timken Company held on May 8, 2012:

(1) the shareholders of the Company elected the four Directors set forth below in Class III to serve for a term of one year expiring at the annual meeting in 2013 (or until their respective successors are elected and qualified);


NOMINEES	FOR	WITHHOLD	BROKER NON-VOTES
Joseph W. Ralston	70,411,849	12,877,083	6,924,448
John P. Reilly	79,255,394	4,033,538	6,924,448
John M. Timken, Jr.	63,518,063	19,770,869	6,924,448
Jacqueline F. Woods	68,711,590	14,577,342	6,924,448

(2) the shareholders of the Company ratified the selection of Ernst & Young LLP as its independent auditor for the year ending December 31, 2012; and


FOR	AGAINST	ABSTAIN
86,250,393	3,770,263	192,724

(3) the shareholders of the Company 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 & Analysis, the compensation tables and any related material disclosed in the Proxy Statement, is hereby APPROVED.


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
77,711,046	4,778,602	799,224	6,924,508

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: May 9, 2012