UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): November 14, 2014 |
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) | (IRS Employer Identification No.) |
4500 Mt. Pleasant St., N.W., North Canton, Ohio 44720-5450
(Address of Principal Executive Offices) (Zip Code)
(234) 262-3000
(Registrants telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 14, 2014, the Board of Directors (the Board) of The Timken Company (the Company) elected Maria A. Crowe as a director, increasing the size of the Board from ten to eleven members. Ms. Crowe was also appointed to the Nominating and Corporate Governance and Compensation Committees of the Board. Ms. Crowe will begin serving as a director at the December 8, 2014 Board meeting for a term that expires at the 2015 Annual Meeting of Shareholders of the Company. Ms. Crowe is currently President of Manufacturing Operations of Eli Lilly & Company, Inc.
In connection with her appointment and service to the Board, Ms. Crowe will receive the same compensation as all other non-employee directors of the Company as disclosed in the Companys definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission (the SEC) on March 27, 2014. Ms. Crowe and the Company will also enter into the Companys standard director indemnification agreement, the form of which was previously filed with the SEC as Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2013.
On November 14, 2014, the Company issued a press release regarding Ms. Crowes election to the Board. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. |
Description | |
99.1 | Press Release of The Timken Company Regarding Board Announcement. |
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 Executive Vice President, General Counsel and Secretary |
Date: November 14, 2014
EXHIBIT INDEX
Exhibit No. |
Description | |
99.1 | Press Release of The Timken Company Regarding Board Announcement. |
Exhibit 99.1
NEWS RELEASE |
Timken Board of Directors Elects Maria A. Crowe,
Eli Lillys President, Manufacturing Operations
NORTH CANTON, Ohio: Nov. 14, 2014 The Timken Companys (NYSE: TKR; www.timken.com) board of directors has elected Maria A. Crowe a director of the company for a term that expires at its May 2015 annual meeting. The election brings The Timken Company board to 11 directors.
Crowe currently serves as president of manufacturing operations for Eli Lilly and Company (NYSE: LLY), a $23 billion global healthcare leader based in Indianapolis. Lilly, a leading innovation-driven corporation, applies the latest research from its own worldwide laboratories and from collaborations with eminent scientific organizations to develop its growing portfolio of pharmaceutical products. Lilly provides answers through medicines and information for some of the worlds most urgent medical needs.
Were delighted to add Maria to our board. Her extensive experience in manufacturing, sourcing and procurement aligns well with our focus on operational excellence, said John M. Timken, Jr., chairman of the Timken board of directors. Like Lilly, we believe in the power of innovation at Timken, and expect that Maria will offer great insight as we continue to focus on expanding our product lines and driving profitable growth.
Crowe joined Lilly in 1982 and since 2012 has led Lillys global manufacturing network comprised of more than 20 sites on five continents. She also is responsible for Lillys contract manufacturing organization. Previously, Crowe was senior vice president for global drug product manufacturing, which included emerging markets manufacturing, external drug-product operations and distribution. She also served as vice president for drug product manufacturing in the U.S. and Latin America; was general manager of the Kinsale, Ireland, plant; served as general manager of Lilly del Caribe in Puerto Rico, and was plant manager of the Elanco manufacturing plant in Tippecanoe, Ind.
She holds a bachelors degree in industrial management from Purdue University and serves on Purdues Krannert School of Management Deans Advisory Council.
2
About The Timken Company
The Timken Company (NYSE: TKR; www.timken.com) engineers, manufactures and markets Timken® bearings, transmissions, gearboxes, chain, and related products, and offers a spectrum of power system rebuild and repair services around the world. The leading authority on tapered roller bearings, Timken today applies its deep knowledge of metallurgy, tribology and power transmission across the broad spectrum of bearings and related systems to improve the reliability and efficiency of machinery and equipment all around the world. Known for its quality products and collaborative technical sales model, Timken posted $3 billion in sales in 2013. With approximately 17,000 people operating from 28 countries, Timken makes the world more productive and keeps industry in motion.
Media Contact: Gloria Irwin Communications Manager 4500 Mount Pleasant St. N.W. North Canton, OH 44720 U.S.A. Telephone: 234.262.3514 mediarelations@timken.com |
Investor Contact: Steve Tschiegg Director Capital Markets & Investor Relations 4500 Mount Pleasant St. N.W. North Canton, OH 44720 U.S.A. Telephone: 234.262.7446 Steve.tschiegg@timken.com |
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