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 7, 2013

 

 

THE TIMKEN COMPANY

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Ohio		1-1169		34-0577130
(State or Other Jurisdiction of Incorporation)		(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))

 

 

 

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Item	5.07 Submission of Matters to a Vote of Security Holders.

At the 2013 Annual Meeting of Shareholders of The Timken Company held on May 7, 2013, the shareholders of the Company:

(1) elected the twelve Directors set forth below to serve for a term of one year expiring at the annual meeting in 2014 (or until their respective successors are elected and qualified);

 

NOMINEES		FOR				WITHHOLD				BROKER NON- VOTES
John M. Ballbach			75,484,183				8,865,999				6,212,251
Phillip R. Cox			74,250,641				10,099,541				6,212,251
Diane C. Creel			75,287,959				9,062,223				6,212,251
James W. Griffith			74,167,333				10,182,849				6,212,251
John A. Luke, Jr.			61,228,040				23,122,142				6,212,251
Joseph W. Ralston			62,954,396				21,395,786				6,212,251
John P. Reilly			75,305,192				9,044,990				6,212,251
Frank C. Sullivan			63,397,099				20,953,083				6,212,251
John M. Timken, Jr.			50,269,578				34,080,604				6,212,251
Ward J. Timken			70,383,684				13,966,498				6,212,251
Ward J. Timken, Jr.			71,223,366				13,126,816				6,212,251
Jacqueline F. Woods			61,105,091				23,245,091				6,212,251

(2) ratified the selection of Ernst & Young LLP as its independent auditor for the year ending December 31, 2013;

 

FOR		AGAINST		ABSTAIN
87,448,597		2,415,211		698,625

(3) 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
73,634,828		9,875,285		839,910		6,212,251

(4) approved amendments to the Company’s Amended Articles of Incorporation to reduce certain shareholder voting requirements;

 

FOR		AGAINST		ABSTAIN		BROKER NON- VOTES
81,449,792		2,149,454		750,920		6,212,251

(5) approved amendments to the Company’s Amended Regulations to reduce certain shareholder voting requirements; and

 

FOR		AGAINST		ABSTAIN		BROKER NON- VOTES
81,440,767		2,158,831		750,571		6,212,251

 

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(6) approved a shareholder proposal recommending that the Board of Directors engage an investment banking firm to effectuate a spin-off of the Company’s steel business segment into a separately-traded public company.

 

FOR		AGAINST		ABSTAIN		BROKER NON- VOTES
44,650,584		38,994,420		702,181		6,212,251

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.

 

Date: May 8, 2013

 

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