false
0000098362
0000098362
2026-07-29
2026-07-29
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): July 29, 2026
THE
TIMKEN COMPANY
(Exact
Name of Registrant as Specified in Charter)
Ohio
(State
or Other Jurisdiction
of Incorporation) |
|
1-1169
(Commission
File
Number)
4500
Mt. Pleasant St. NW
North
Canton, Ohio
(Address
of Principal
Executive
Offices) |
|
34-0577130
(IRS
Employer
Identification
No.)
44720-5450
(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
July 29, 2026, the Board of Directors (the “Board”) of The Timken Company (the “Company”) appointed Stephen P.
Ribaudo to the position of Executive Vice President and Chief Operating Officer of the Company effective as of September 1, 2026. Mr.
Ribaudo, age 41, has served as Senior Vice President and General Manager of Commercial HVAC Americas of Carrier Global Corporation (“Carrier”), a global
leader in heating, ventilation, and air conditioning and refrigeration, since April 2026. Prior to such role, he held positions with Carrier
as Vice President and General Manager of Commercial HVAC Americas from August 2023 to April 2026, and Vice President, Global Operations
for Fire & Security of Carrier from March 2022 to August 2023. Prior to his roles with Carrier, Mr. Ribaudo served as Executive Director,
Wheel & Brake Operations at Collins Aerospace, an aviation and defense technology company, from September 2020 to March 2022.
Mr.
Ribaudo will receive the following compensation in connection with his service as Executive Vice President and Chief Operating Officer
of the Company: (1) base salary at the rate of $670,000 per year; (2) beginning with 2026, participation in the Company’s annual
short-term incentive compensation program for executive officers, with a target award opportunity equal to 80% of his earned annual base
salary and award achievement based on actual performance (with the payout for 2026 calculated as if Mr. Ribaudo had been employed by
the Company starting on January 1, 2026); (3) beginning with 2026, participation in the Company’s annual long-term equity incentive
compensation program for executive officers, with an aggregate target award opportunity equal to at least $1,794,000 for the first year’s
grant (the 2026 grant will be comprised of time-based restricted stock units (“RSUs”) that generally vest ratably in annual
amounts on the first four anniversaries of the date of grant, plus target performance-based RSUs for the 2026-2028 performance period
on substantially the same terms as similar awards made to other Company executives for that performance period); (4) participation in
the Company’s other standard benefits and perquisites for its executive officers; (5) a cash “sign-on” payment of $250,000;
and (6) a $1,000,000 “make-whole” time-based RSU award that will generally vest in one-third amounts on each of the first
three anniversaries of the date of grant.
Mr.
Ribaudo will also enter into a Severance Agreement (the “Severance Agreement”) with the Company, in form and substance to
be approved by the Board or an applicable committee of the Board. In general, the Severance Agreement will provide for severance payments,
continued medical, dental and vision coverage for a specified period of time, a prorated annual incentive for the year of termination
and certain other benefits as described in the Severance Agreement. Generally, if Mr. Ribaudo experiences a qualifying termination prior
to a change in control of the Company, he will receive cash severance equal to the sum of his base salary plus his target annual incentive
(plus continued participation for up to one year in the Company’s medical, dental, and vision plans and outplacement benefits on terms not less favorable
than those in effect for actively employed key employees of the Company), and if Mr. Ribaudo experiences a qualifying termination within
two years after a change in control of the Company, he will receive cash severance equal to two times the sum of his base salary plus
his target annual incentive (plus up to two years of continued medical, dental and vision coverage and outplacement benefits). Mr. Ribaudo’s
participation under the Severance Agreement is generally subject to a customary release of claims in favor of the
Company
and his compliance with customary confidentiality, non-competition and other restrictive covenants.
Further,
Mr. Ribaudo is expected to execute the Company’s standard Non-Disclosure, Restrictive Covenant, and Assignment Agreement, containing
certain other confidentiality, non-competition and non-solicitation covenants, and the Company’s standard indemnification agreement
for officers.
Effective
upon Mr. Ribaudo’s start of employment with the Company, Timothy A. Graham will be appointed to the position of Executive Vice
President and Chief Commercial Officer. Mr. Graham will lead enterprise-wide commercial strategy, marketing and commercial sales excellence,
including oversight of sales execution and revenue growth in each of the regions.
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/
Hansal N. Patel |
| |
|
Hansal
N. Patel |
| |
|
Executive
Vice President, General Counsel
and Corporate Development |
| Date:
July 31, 2026 |
|
|