--- schema_version: "secwatch.filing_event.v1" accession: "0000098362-23-000059" form_type: "8-K" ticker: "TKR" cik: "0000098362" company_name: "TIMKEN CO" filed_at: "2023-05-08T23:59:59+00:00" generated_at: "2026-06-15T15:32:43.894568+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.3 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # Timken shareholders elect all 11 directors; special meeting proposal fails ## Summary - All 11 director nominees elected; largest withhold was Mapes with 6,630,147 votes withheld. - Advisory vote to approve executive compensation passed: 62,659,947 for, 1,092,282 against. - Shareholders recommended 1-year frequency for say-on-pay (61,294,522 for 1 year). - Ratification of Ernst & Young as auditor: 65,210,745 for, 2,245,408 against. - Amendment to reduce shareholder voting thresholds approved (63,811,604 for); shareholder proposal for 10% special meeting right failed (27,249,281 for, 36,606,381 against). ## SEC filing metadata - accession: 0000098362-23-000059 - form_type: 8-K - ticker: TKR - cik: 0000098362 - company_name: TIMKEN CO - filed_at: 2023-05-08T23:59:59+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.3 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/98362/000009836223000059/0000098362-23-000059-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/98362/000009836223000059/tkr-20230505.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000098362-23-000059 - JSON: https://secwatch.observer/filing/0000098362-23-000059.json - Plain text: https://secwatch.observer/filing/0000098362-23-000059.txt ## Key facts - Shareholder Votes TIMKEN CO shareholders rejected Shareholder proposal requesting the Board of Directors take steps to amend governing documents to give owners of a combined 10% of outstanding common stock the power to call a special shareholder meeting at the 2023-05-05 meeting. - Outcome: failed - Meeting: 2023-05-05 source text: did not approve a shareholder proposal requesting the Board of Directors take the steps necessary to amend the appropriate Company governing documents to give the owners of a combined 10% of the Company's outstanding common stock the power to call a special shareholder meeting. evidence_url: https://www.sec.gov/Archives/edgar/data/98362/000009836223000059/0000098362-23-000059-index.htm - Shareholder Votes TIMKEN CO shareholders approved Advisory vote on named executive officer compensation at the 2023-05-05 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-05 source text: 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 2023 Proxy Statement, is hereby APPROVED. evidence_url: https://www.sec.gov/Archives/edgar/data/98362/000009836223000059/0000098362-23-000059-index.htm - Shareholder Votes TIMKEN CO shareholders approved Election of eleven directors at the 2023-05-05 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-05 source text: elected the eleven Directors set forth below to serve for a term of one year expiring at the annual meeting in 2024 (or until their respective successors are elected and qualified); NOMINEES FOR WITHHOLD BROKER NON-VOTES Maria A. Crowe 58,498,439 5,614,048 3,459,495 evidence_url: https://www.sec.gov/Archives/edgar/data/98362/000009836223000059/0000098362-23-000059-index.htm - Shareholder Votes TIMKEN CO shareholders approved Amendment to Amended Articles of Incorporation to reduce certain shareholder voting requirement thresholds at the 2023-05-05 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-05-05 source text: approved an amendment to the Company's Amended Articles of Incorporation to reduce certain shareholder voting requirement thresholds; and FOR AGAINST ABSTAIN BROKER NON-VOTES 63,811,604 192,801 108,075 3,459,502 evidence_url: https://www.sec.gov/Archives/edgar/data/98362/000009836223000059/0000098362-23-000059-index.htm - Shareholder Votes TIMKEN CO shareholders approved Ratification of Ernst & Young LLP as independent auditor for fiscal year ending December 31, 2023 at the 2023-05-05 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-05 source text: ratified the appointment of Ernst & Young LLP as its independent auditor for the fiscal year ending December 31, 2023; FOR AGAINST ABSTAIN BROKER NON-VOTES 65,210,745 2,245,408 115,829 0 evidence_url: https://www.sec.gov/Archives/edgar/data/98362/000009836223000059/0000098362-23-000059-index.htm - Shareholder Votes TIMKEN CO shareholders approved Advisory vote on frequency of shareholder advisory vote on named executive officer compensation (one year) at the 2023-05-05 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-05 source text: recommended, on an advisory basis, one year for the frequency of the shareholder advisory vote on named executive officer compensation; 1 YEAR 2 YEARS 3 YEARS ABSTAIN BROKER NON-VOTES 61,294,522 66,662 2,543,887 207,410 3,459,501 evidence_url: https://www.sec.gov/Archives/edgar/data/98362/000009836223000059/0000098362-23-000059-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.