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

On October 9, 2008, the Board of Directors of Park-Ohio Holdings Corp. (the "Company") appointed A. Malachi Mixon, III to membership as a director of the Company, effective immediately, to fill a vacancy in the class of directors whose terms expire at the Company's 2009 Annual Meeting of Shareholders. On October 9, 2008, Mr. Mixon was also appointed to membership as a Director of Park-Ohio Industries, Inc. ("Industries"), the Company's operating subsidiary.

Mr. Mixon will be compensated in the manner and amounts applicable to all Directors as described in the Company's 2008 proxy statement, including fees related to service on Board committees.

Mr. Mixon currently services as the Chief Executive Officer and Chairman of the Board of Invacare Corporation ("Invacare"). In the ordinary course of business, the Company sells parts to Invacare and its subsidiaries. Total sales to Invacare and its subsidiaries were approximately $6.3 million for the year ended December 31, 2007 and $5.8 million for the nine-month period ended September 30, 2008.

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