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TKR > SEC Filings for TKR > Form 8-K on 14-May-2014All Recent SEC Filings

Show all filings for TIMKEN CO

Form 8-K for TIMKEN CO


Change in Directors or Principal Officers, Submission of Matters to a Vote of Security

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

On May 13, 2014, as previously indicated, the Board of Directors of The Timken Company (the "Company") elected Richard G. Kyle, age 48, as President and Chief Executive Officer of the Company, effective immediately. Mr. Kyle had served as Chief Operating Officer - Bearings and Power Transmission of the Company since 2013. Mr. Kyle joined the Company in 2006 as Vice President of Manufacturing and was named the President of the Aerospace and Mobile Industries Segments in 2008. In 2012, he was named Group President, with responsibility for the Aerospace and Steel segments as well as engineering and technology. Mr. Kyle also serves as a member of the Company's Board of Directors.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the 2014 Annual Meeting of Shareholders of the Company held on May 13, 2014, the shareholders of the Company:

(1) elected the eleven Directors set forth below to serve for a term of one year expiring at the annual meeting in 2014 (or until their respective successors are elected and qualified);

                                                             BROKER NON-
                   NOMINEES            FOR       WITHHOLD       VOTES
                Phillip R. Cox      78,191,676    790,499     6,605,519
                Diane C. Creel      78,452,110    530,065     6,605,519
               Richard G. Kyle      77,628,167   1,354,008    6,605,519
              John A. Luke, Jr.     76,243,495   2,738,680    6,605,519
             Christopher L. Mapes   78,452,066    530,109     6,605,519
              Joseph W. Ralston     77,200,536   1,781,639    6,605,519
                John P. Reilly      78,488,315    493,860     6,605,519
              Frank C. Sullivan     77,606,948   1,375,227    6,605,519
             John M. Timken, Jr.    77,649,623   1,332,552    6,605,519
             Ward J. Timken, Jr.    77,142,305   1,839,870    6,605,519
             Jacqueline F. Woods    77,185,183   1,796,992    6,605,519

(2) ratified the selection of Ernst & Young LLP as its independent auditor for the year ending December 31, 2014;

83,340,534 1,709,947 537,213

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

RESOLVED, that the compensation of the named executive officers as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion & Analysis, the compensation tables and any related material disclosed in the Proxy Statement, is hereby APPROVED.

                                                        BROKER NON-
                      FOR        AGAINST     ABSTAIN       VOTES
                   76,325,452   1,380,045   1,271,741    6,605,519

(4) did not approve a shareholder proposal requesting that the Company adopt a policy requiring that the Chairman of the Board be an independent Director.

                                                       BROKER NON-
                      FOR        AGAINST     ABSTAIN      VOTES
                   20,973,062   57,185,797   823,316    6,605,519

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