Timken Company (TKR) Proxy Filing summary

Executive summary

• The annual meeting will be held online on May 8, 2026, with shareholders voting on four key proposals, including director elections, executive compensation, auditor ratification, and a shareholder proposal to lower the threshold for calling special meetings.

• 2025 performance included $4.6 billion in revenue, $4.11 EPS, $5.33 adjusted EPS, and $406 million in free cash flow, with significant capital deployed for growth, dividends, and debt reduction.

• The company navigated a challenging environment with cost savings, innovation, and portfolio evaluation to improve margins and focus on profitable verticals.

Voting matters and shareholder proposals

• Proposal 1: Election of 12 directors for one-year terms, all recommended by the board.

• Proposal 2: Advisory approval of named executive officer compensation (say-on-pay), recommended by the board.

• Proposal 3: Ratification of Ernst & Young LLP as independent auditor for 2026, recommended by the board.

• Proposal 4: Shareholder proposal to lower the threshold for calling special meetings from 25% to 10% ownership, opposed by the board.

Board of directors and corporate governance

• 10 of 12 director nominees are independent; board led by an independent chairman.

• Board refreshment ongoing, with three new directors in the past two years.

• Annual board, committee, and director evaluations; majority voting policy for directors.

• Proxy access allows shareholders (3% ownership for 3 years) to nominate directors.

• Special meetings can be called by shareholders holding 25% of shares.