THE TIMKEN COMPANY (NYSE:TKR*) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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THE TIMKEN COMPANY (NYSE:TKR*) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02

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

On May9, 2017, the Compensation Committee of the Board of
Directors of The Timken Company (the Company) approved a
modification of the August4, 2014 deferred share award for
William R. Burkhart to provide that the shares will continue to
vest following Mr.Burkharts retirement from the Company as if he
remained in continuous employment, subject to Mr.Burkhart
entering into a restrictive covenants agreement at the time of
his retirement. Mr.Burkharts shares from this grant will remain
subject to deferred settlement consistent with the original
vesting schedule. The balance of Mr.Burkharts unvested equity
holdings will be forfeited upon his retirement.

Item5.07 Submission of Matters to a Vote of Security
Holders.

At the 2017 Annual Meeting of Shareholders held on May9, 2017,
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 2018 (or until
their respective successors are elected and qualified);

NOMINEES

FOR WITHHOLD BROKERNON- VOTES

Maria A. Crowe

66,692,752 587,513 5,131,899

Richard G. Kyle

65,905,060 1,375,205 5,131,899

John A. Luke, Jr.

65,424,691 1,855,574 5,131,899

ChristopherL.Mapes

66,819,274 460,991 5,131,899

James F. Palmer

66,818,205 462,060 5,131,899

Ajita G. Rajendra

59,736,066 7,544,199 5,131,899

Joseph W. Ralston

65,597,635 1,682,630 5,131,899

Frank C. Sullivan

64,017,439 3,262,826 5,131,899

JohnM.Timken,Jr.

65,900,382 1,379,883 5,131,899

WardJ.Timken,Jr.

65,796,332 1,483,933 5,131,899

JacquelineF.Woods

65,722,511 1,557,754 5,131,899

(2) ratified the appointment of Ernst Young LLP as its
independent auditor for the fiscal year ending December31, 2017;

FOR

AGAINST

ABSTAIN

70,664,338 1,374,928 372,898

(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 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 2017 Proxy Statement, is hereby
APPROVED.

2

FOR

AGAINST

ABSTAIN

BROKERNON-

VOTES

65,240,490 1,742,678 297,097 5,131,899

(4) recommended, on an advisory basis, one year for the frequency
of the shareholder advisory vote on named executive officer
compensation.

1 YEAR

2YEARS

3YEARS

ABSTAIN

BROKERNON-

VOTES

59,795,643 187,143 7,102,416 195,063 5,131,899

3


THE TIMKEN COMPANY (NYSE:TKR*) Recent Trading Information

THE TIMKEN COMPANY (NYSE:TKR*) closed its last trading session at 48.70 with shares trading hands.