Timken Co

1. 1

   Election of 12 Directors to serve for a term of one year

   ManagementBoard: FOR

   Elect 12 nominees to the Board of Directors to serve one-year terms until the 2027 Annual Meeting (or until their successors are elected and qualified).

2. 2

   Approval, on an advisory basis, of our named executive officer compensation

   ManagementBoard: FOR

   Advisory (non-binding) vote to approve the Company’s named executive officer compensation as disclosed in the Proxy Statement, including the CD&A, compensation tables and related materials.

   More detail

   This non-binding proposal asks shareholders to approve the Company’s named executive officer compensation disclosures (the CD&A, compensation tables and related narrative). Management seeks shareholder support to validate its compensation design and outcomes—an established market practice and a Dodd-Frank/SEC-required advisory vote—so the Compensation Committee can consider shareholder sentiment in future pay decisions. The Company’s compensation philosophy emphasizes pay-for-performance, a mix of short- and long-term incentives, stock ownership guidelines, clawback provisions, and market-referenced peer benchmarking; in 2025 roughly 73–87% of target direct compensation for most NEOs was incentive based depending on role. Recent context includes CEO transition activity in 2025 (termination of the prior CEO, interim CEO appointment, and hiring of a new CEO with a sign-on package) and below-target incentive payouts for the year driven by softer industrial demand, which the proxy explains. The Board notes prior shareholder support—approximately 83% in 2025—and describes program features intended to align pay and performance (annual cash incentive metrics, multi-year performance-based RSUs, time-based RSUs, and governance controls). The Board recommends a vote FOR, asserting that the compensation program aligns management with shareholders, supports talent attraction/retention, and uses robust governance processes (independent Compensation Committee, independent consultant, clawback policy). A FOR vote is non-binding, but the Compensation Committee will consider the outcome when setting future compensation arrangements. Investors should weigh the governance controls and pay-for-performance mechanisms against transitory impacts from the 2025 CEO transition and below-target payouts when assessing alignment.

3. 3

   Ratification of the appointment of Ernst & Young LLP as independent auditor for fiscal year 2026

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for the 2026 fiscal year.

4. 4

   Shareholder Proposal – Give Shareholders an Improved Ability to Call for a Special Shareholder Meeting

   Shareholder — John CheveddenBoard: AGAINST

   A shareholder proposal requesting the Board amend governing documents to allow holders of a combined 10% of outstanding common stock (or the lowest percentage permitted by law) to call a special shareholder meeting, with no minimum holding period restriction and allowing virtual meetings.

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When is the Timken Co 2026 annual meeting?

Timken Co (TKR) holds its 2026 annual shareholder meeting on Friday, May 8, 2026.

What is the record date for the Timken Co 2026 meeting?

The record date for the Timken Co 2026 meeting is Tuesday, February 24, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Timken Co's 2026 meeting?

The board is presenting 12 director nominees at the Timken Co 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Timken Co 2026 meeting?

Shareholders will vote on 4 proposals at the Timken Co 2026 meeting, each tagged with who proposed it and the board's recommendation.