Additional Proxy Soliciting Materials (definitive) (defa14a)
20 Marzo 2023 - 12:07PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the
Securities Exchange Act of 1934 (Amendment No. _)
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐
Preliminary Proxy Statement
☐
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐
Definitive Proxy Statement
☒
Definitive Additional Materials
☐
Soliciting Material under § 240.14a-12
The Timken Company
(Name of Registrant
as Specified in Its Charter)
(Name of Person(s)
Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒
No fee required
☐
Fee paid previously with preliminary materials
☐
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
![](https://content.edgar-online.com/edgar_conv_img/2023/03/20/0001206774-23-000392_tkr4126881-defa14a1x1x1.jpg)
IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE TIMKEN COMPANY
ANNUAL
MEETING OF SHAREHOLDERS TO BE HELD ON MAY 5, 2023
Notice
of Annual Meeting of Shareholders
WHEN AND WHERE
IS THE SHAREHOLDER MEETING?
The
2023 Annual Meeting of Shareholders of The Timken Company will be held on Friday, May 5, 2023, at 10:00 a.m. local time, in an online-only
format, with attendance via the internet, at http://www.cesonlineservices.com/tkr23_vm.
WHAT IS BEING
VOTED ON AT THE SHAREHOLDER MEETING?
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•
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Election
of eleven Directors to serve for a term of one year: Maria A. Crowe, Elizabeth A. Harrell, Richard G. Kyle, Sarah C. Lauber, John
A. Luke, Jr., Christopher L. Mapes, James F. Palmer, Ajita G. Rajendra, Frank C. Sullivan, John M. Timken, Jr., and Ward J. Timken,
Jr. |
|
•
|
Approval,
on an advisory basis, of our named executive officer compensation. |
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•
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Recommendation,
on an advisory basis, of the frequency (every 1, 2 or 3 years) of the shareholder advisory vote on named executive officer compensation. |
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•
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Ratification
of the appointment of Ernst & Young LLP as our independent auditor for the fiscal year ending December 31, 2023. |
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•
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Approval
of amendments to our Amended Articles of Incorporation and Amended Regulations to reduce certain shareholder voting requirement thresholds. |
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•
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Consideration
of a shareholder proposal requesting our Board to take the steps necessary to amend the appropriate company governing documents to
give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting. |
WHAT DOES THE
BOARD OF DIRECTORS RECOMMEND?
The Board of Directors
recommends that shareholders vote FOR all of the nominees, FOR approval, on an advisory basis, of our named executive officer compensation,
FOR choice 1 - every year on the frequency of the shareholder advisory vote on named executive officer compensation, FOR ratification
of the appointment of Ernst & Young LLP as our independent auditor for the fiscal year ending December 31, 2023, FOR approval of
amendments to our Articles of Incorporation and Code of Regulations to reduce certain shareholder voting requirement thresholds and AGAINST
a shareholder proposal requesting our Board to take the steps necessary to amend the appropriate company governing documents to give
the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting.
HOW CAN I GET
A COMPLETE SET OF PROXY MATERIALS?
This
is not a proxy card. If you wish to cast your vote on a traditional proxy card, you must request a paper copy of the proxy materials
by following the instructions below.
This
communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage
you to access and review all of the important information contained in the proxy materials before voting.
The following
documents can be viewed at: www.ViewMaterial.com/TKR
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• |
2022
Annual Report |
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•
|
2023
Proxy Statement |
If you want
to receive a paper or email copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make
your request for a copy as instructed below on or before April 21, 2023 to facilitate timely delivery.
You may request
a paper or email copy of the proxy materials by following the instructions below. You will be asked to provide the control number (located
by the arrow in the box below).
|
1. | Call the toll-free telephone number
1-800-516-1564 and follow the instructions provided, or |
|
2. | Access the website, www.SendMaterial.com,
and follow the instructions provided, or |
|
3. | Send us an email at papercopy@SendMaterial.com
with your control number in the subject line. Unless you instruct us otherwise, we will reply to your email with a copy of the proxy
materials in PDF format for this meeting only. |
![](https://content.edgar-online.com/edgar_conv_img/2023/03/20/0001206774-23-000392_tkr4126881-defa14a1x1x2.jpg) |
To
vote your shares, you can attend the Annual Meeting of Shareholders and vote in person or
you can:
|
1. |
Go to www.ViewMaterial.com/TKR |
2. |
Click on the icon to vote your shares. |
3. |
Enter the
11-digit Control Number (located
by the arrow
in the box above).
|
4. |
Follow the
instructions to record your vote. |
You will be able to vote until 6:00 a.m. on
May 5, 2023.
|
Grafico Azioni Timken (NYSE:TKR)
Storico
Da Giu 2024 a Lug 2024
Grafico Azioni Timken (NYSE:TKR)
Storico
Da Lug 2023 a Lug 2024