Timken (NYSE: TKR) posts 2026 meeting votes and EVP incentive agreement

Rhea-AI Filing Summary

The Timken Company reported several corporate governance developments. The company entered into a letter agreement with Executive Vice President, General Counsel and Corporate Development Hansal N. Patel on May 8, 2026, providing special treatment of certain existing and future short-term and long-term incentive compensation awards to support his continued employment through at least June 30, 2028.

At the 2026 Annual Meeting, shareholders elected twelve directors for one-year terms, including CEO Lucian Boldea and others, with vote totals generally above 55 million shares in favor. Shareholders also approved, on an advisory basis, the compensation of named executive officers as disclosed in the 2026 Proxy Statement, with 44,837,026 shares voting for and 15,272,988 against.

Shareholders ratified the appointment of Ernst & Young LLP as independent auditor for the fiscal year ending December 31, 2026, with 61,717,389 votes for and 1,977,231 against. A shareholder proposal to give owners of 10% of outstanding common stock the power to call a special shareholder meeting was not approved, receiving 24,930,334 votes for and 35,358,915 against.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Patel incentive employment horizon: through at least June 30, 2028 Votes for Lucian Boldea: 59,598,638 shares Say-on-pay votes for: 44,837,026 shares +4 more

7 metrics

Patel incentive employment horizon through at least June 30, 2028 Letter Agreement date May 8, 2026

Votes for Lucian Boldea 59,598,638 shares Director election at 2026 Annual Meeting

Say-on-pay votes for 44,837,026 shares Advisory approval of named executive officer compensation

Say-on-pay votes against 15,272,988 shares Advisory compensation resolution

Auditor ratification votes for 61,717,389 shares Ernst & Young LLP as independent auditor for 2026

Special meeting proposal votes for 24,930,334 shares Shareholder proposal on 10% special meeting right

Special meeting proposal votes against 35,358,915 shares Proposal to allow 10% holders to call meeting

Key Terms

short-term and long-term incentive compensation awards, named executive officer compensation, broker non-votes, independent auditor, +1 more

5 terms

short-term and long-term incentive compensation awards financial

"special treatment of certain existing and future short-term and long-term incentive compensation awards"

named executive officer compensation financial

"the compensation of the named executive officers as disclosed pursuant to the compensation disclosure rules"

Pay and benefits disclosed for a company’s top executives identified in regulatory filings, including salary, bonuses, stock awards, option grants, pension contributions and other perks. Think of it as a public paycheck summary for senior managers that shows how they are rewarded and motivated. Investors use it to judge whether executive incentives align with shareholder interests, to assess potential costs and risks, and to evaluate corporate governance.

broker non-votes financial

"FOR 44,837,026 AGAINST 15,272,988 ABSTAIN 437,466 BROKER NON-VOTES 3,182,679"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent auditor financial

"ratified the appointment of Ernst & Young LLP as its independent auditor for the fiscal year"

An independent auditor is an outside, qualified accounting professional or firm that examines a company's financial records and controls to determine whether its financial statements are accurate and prepared according to accepted accounting rules. Like a neutral referee or home inspector, the auditor issues a report that gives investors confidence (or raises red flags) about the reliability of the numbers, which affects assessments of risk, valuation and investment decisions.

special shareholder meeting financial

"the power to call a special shareholder meeting or the owners of the lowest percentage"

A special shareholder meeting is an unscheduled gathering of a company’s owners called to decide one or a few specific, often urgent, matters that can’t wait for the annual meeting. It matters to investors because the votes taken can change who controls the company, approve major transactions, alter shareholder rights or corporate strategy—similar to an emergency council meeting where a single decision can shift future value and prompt rapid stock price moves.

Understanding 8-K Material Events →

0000098362false00000983622026-05-082026-05-08

UNITED STATES

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, 2026

THE TIMKEN COMPANY

(Exact name of registrant as specified in its charter)

Commission file number: 1-1169

Ohio									34-0577130
(State or other jurisdiction of incorporation or organization)									(I.R.S. Employer Identification No.)
4500 Mount Pleasant Street NW
North Canton,			Ohio						44720-5450
(Address of principal executive offices)									(Zip Code)

234.262.3000

(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))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Shares, without par value

TKR

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 8, 2026, The Timken Company (the “Company”) entered into a letter agreement (the “Letter Agreement”) with Hansal N. Patel, the Company’s Executive Vice President, General Counsel and Corporate Development. The primary purpose of the Letter Agreement is to provide Mr. Patel with special treatment of certain existing and future short-term and long-term incentive compensation awards in recognition of his contributions to the Company and in furtherance of his continued employment with the Company through at least June 30, 2028.

A copy of the Letter Agreement is filed as Exhibit 10.1 hereto and is expressly incorporated herein by reference.

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

At the 2026 Annual Meeting of Shareholders held on May 8, 2026, the shareholders of Company:

(1) elected the twelve Directors set forth below to serve for a term of one year expiring at the annual meeting in 2027 (or until their respective successors are elected and qualified);

NOMINEES						FOR						WITHHOLD						BROKER NON-VOTES
Lucian Boldea						59,598,638						948,854						3,182,667
Maria A. Crowe						58,028,580						2,518,912						3,182,667
Elizabeth A. Harrell						58,197,705						2,349,787						3,182,667
Richard G. Kyle						59,605,368						942,124						3,182,667
Sarah C. Lauber						59,271,708						1,275,784						3,182,667
Todd M. Leombruno						58,659,558						1,887,934						3,182,667
Christopher L. Mapes						55,431,064						5,116,428						3,182,667
Ajita G. Rajendra						53,788,853						6,758,639						3,182,667
Kimberly K. Ryan						59,475,084						1,072,408						3,182,667
Frank C. Sullivan						57,747,501						2,799,991						3,182,667
John M. Timken, Jr.						58,945,757						1,601,735						3,182,667
Ward J. Timken, Jr.						59,599,013						948,479						3,182,667

(2) 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 2026 Proxy Statement, is hereby APPROVED.

FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
44,837,026						15,272,988						437,466						3,182,679

(3) ratified the appointment of Ernst & Young LLP as its independent auditor for the fiscal year ending December 31, 2026; and

FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
61,717,389						1,977,231						35,539						0

(4) did not approve a shareholder proposal requesting that the Board of Directors take the steps necessary to amend the appropriate Company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting or the owners of the lowest percentage of shareholders, as governed by state law, the power to call a special shareholder meeting.

FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
24,930,334						35,358,915						258,231						3,182,679

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit

 No.  Description

10.1 Letter Agreement dated as of May 8, 2026 between The Timken Company and Hansal N. Patel.

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/ Michael A. Discenza
			Michael A. Discenza
			Executive Vice President and Chief Financial Officer
Date: May 8, 2026

EXHIBIT INDEX

Exhibit No.						Description
10.1						Letter Agreement dated as of May 8, 2026 between The Timken Company and Hansal N. Patel.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

FAQ

What executive compensation arrangement did The Timken Company (TKR) disclose for Hansal N. Patel?

The Timken Company entered into a Letter Agreement on May 8, 2026 with Executive Vice President Hansal N. Patel. It provides special treatment of certain existing and future short-term and long-term incentive compensation awards to recognize his contributions and encourage continued employment through at least June 30, 2028.

Which directors were elected at The Timken Company (TKR) 2026 Annual Meeting and how strong was support?

Shareholders elected twelve directors, including Lucian Boldea, Richard G. Kyle, and others, to one-year terms. Support levels were high, with examples such as 59,598,638 votes for Lucian Boldea and 59,605,368 votes for Richard G. Kyle, plus substantial broker non-votes reported.

How did The Timken Company (TKR) shareholders vote on named executive officer compensation in 2026?

Shareholders approved the named executive officer compensation on an advisory basis. The resolution received 44,837,026 votes for, 15,272,988 against, and 437,466 abstentions, with 3,182,679 broker non-votes. This supported the compensation disclosed in the 2026 Proxy Statement, including the Compensation Discussion and Analysis.

Was Ernst & Young LLP reappointed as The Timken Company (TKR) auditor for 2026 and what were the votes?

Yes. Shareholders ratified Ernst & Young LLP as independent auditor for the fiscal year ending December 31, 2026. The vote totals were 61,717,389 shares for, 1,977,231 against, and 35,539 abstentions, with no broker non-votes recorded on this auditor ratification item.

What happened to the shareholder proposal on special shareholder meeting rights at The Timken Company (TKR)?

Shareholders did not approve the proposal to allow holders of 10% of outstanding common stock to call a special shareholder meeting. The proposal received 24,930,334 votes for, 35,358,915 against, and 258,231 abstentions, with 3,182,679 broker non-votes, so it failed to pass.

What was the main purpose of the 2026 Letter Agreement between The Timken Company (TKR) and Hansal N. Patel?

The Letter Agreement’s primary purpose is to provide special treatment of certain existing and future short-term and long-term incentive awards for Hansal N. Patel. It recognizes his contributions and supports his continued employment with The Timken Company through at least June 30, 2028.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 24.5 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.0 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 14.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 24.9 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 14.7 KB