0000098362false00000983622024-03-262024-03-26

Washington, D.C. 20549

_________

Commission file number: 1-1169

(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:

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 5.07     Submission of Matters to a Vote of Security Holders.

At the 2025 Annual Meeting of Shareholders held on May 2, 2025, the shareholders of The Timken Company (the “Company”):

(1) elected the twelve Directors set forth below to serve for a term of one year expiring at the annual meeting in 2026 (or until their respective successors are elected and qualified);

(2) approved, on an advisory basis, the resolution set forth below regarding named executive officer compensation;

(3) ratified the appointment of Ernst & Young LLP as its independent auditor for the fiscal year ending December 31, 2025;

(4) did not approve a shareholder proposal requesting that the Company adopt independently-verified short- and medium-term science-based greenhouse gas emissions reduction targets, inclusive of emissions from its full value chain; and

FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
5,264,839						53,817,179						779,946						3,048,037

(5) did not approve a shareholder proposal requesting that the Company’s Board of Directors amend the Company policy on recoupment of incentive pay to apply to each Named Executive Officer and to state that conduct or negligence – not merely misconduct – shall trigger mandatory application of that policy and to report to shareholders in each annual meeting proxy the results of any deliberations regarding the policy.

FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
4,907,528						54,270,189						684,246						3,048,038

    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.