Timken Company (TKR) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held online on May 2, 2025, with shareholders voting on five proposals, including the election of 13 directors, executive compensation, auditor ratification, and two shareholder proposals not supported by the Board.

• 2024 was a strong year for revenue and earnings, with $4.6 billion in revenue, $4.99 EPS, and $476 million in net cash from operations, despite softer demand.

• Capital deployment in 2024 included $170 million in capital expenditures, $167 million for an acquisition, $137 million returned to shareholders, and a reduction in net debt by $288 million.

• The company emphasizes ethics, integrity, quality, and excellence, with a focus on innovation, operational excellence, and shareholder value.

Voting matters and shareholder proposals

• Proposal 1: Election of 13 directors for one-year terms; Board recommends FOR.

• Proposal 2: Advisory approval of named executive officer compensation; Board recommends FOR.

• Proposal 3: Ratification of Ernst & Young LLP as independent auditor for 2025; Board recommends FOR.

• Proposal 4: Shareholder proposal for science-based GHG emissions reduction targets; Board recommends AGAINST, citing ongoing compliance with evolving regulations and existing targets.

• Proposal 5: Shareholder proposal to expand the clawback policy for executive pay; Board recommends AGAINST, stating current policy exceeds requirements and is robust.

Board of directors and corporate governance

• 11 of 13 director nominees are independent; 6 of 13 are gender or ethnically diverse.

• Board leadership is separated, with an independent Chairman since 2014.

• Board refreshment includes three new directors in the past year, two of whom are diverse.

• Annual board, committee, and director evaluations are conducted; over-boarding policy in place.

• Shareholder rights include proxy access, ability to call special meetings at 25% ownership, and no supermajority voting requirements.