Open report — full analysis, no account required.
Sign up to generate reports and read filings that aren't on the open list.
Get notified when TKR files again. Create a free account and we'll email you the moment its next filing is analyzed.
Get filing alertsTimken retains General Counsel through 2028; annual meeting approves directors, auditor
Filed May 8, 2026 · Period ending May 8, 2026 · ~1 min read
Key Changes
-
medium
Timken entered into a retention agreement with General Counsel Hansal N. Patel providing special treatment of existing and future incentive awards to retain him through at least June 30, 2028.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR → -
medium
Say-on-pay vote passed with 74.6% support (44.8M for, 15.3M against), reflecting elevated opposition of 25.4% that may warrant board attention to compensation design.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
low
All twelve directors elected to one-year terms with support ranging from 88.9% to 98.4% of votes cast; 3.2M broker non-votes per nominee.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
low
Ernst & Young LLP ratified as independent auditor for fiscal 2026 with 96.9% support (61.7M for, 2.0M against).
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
low
Shareholder proposal to lower special meeting threshold to 10% of shares rejected with 58.6% voting against (35.4M against, 24.9M for).
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
Summary
Timken disclosed two routine corporate governance matters. The company entered into a retention agreement with its General Counsel, Hansal N. Patel, providing special treatment of his incentive compensation awards to keep him through at least mid-2028. This signals the board values continuity in the legal and corporate development functions during what may be a strategic period for the company.
At the 2026 annual meeting, all twelve directors were re-elected with strong support, and Ernst & Young was ratified as auditor. The say-on-pay vote passed but drew 25.4% opposition—elevated enough that the compensation committee may review its executive pay design or disclosure in response to shareholder feedback.
A shareholder proposal to lower the special meeting threshold to 10% of shares failed with 58.6% voting against. Overall, these are standard annual meeting outcomes with no immediate operational impact.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On May 8, 2026, The Timken Company (the “Company”) entered into a letter agreement (the “Letter Agreement”) with Hansal N. Patel, the Company’s Executive Vice President, General Counsel and Corporate Development. The primary purpose of the Letter Agreement is to provide Mr. Patel with special treatment of certain existing and future short-term and long-term incentive compensation awards in recognition of his contributions to the Company and in furtherance of his continued employment with the Company through at least June 30, 2028.
The company has entered into a retention agreement with Hansal N. Patel, its Executive Vice President, General Counsel and Corporate Development. The agreement provides special treatment of his existing and future incentive compensation awards and is designed to retain him through at least June 30, 2028. This suggests the company values his contributions and wants to ensure continuity in the legal and corporate development functions.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Timken's 2026 annual meeting: all 12 directors elected, say-on-pay approved, auditor ratified, shareholder proposal on special meetings rejected.
Added in current filing · verify on EDGAR →
approved, on an advisory basis, the resolution set forth below regarding named executive officer compensation;
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 and Analysis, the compensation tables and any related material disclosed in the 2026 Proxy Statement, is hereby APPROVED.
FOR AGAINST ABSTAIN BROKER NON-VOTES
44,837,026 15,272,988 437,466 3,182,679
Shareholders approved executive compensation on an advisory basis with 74.6% of votes cast in favor and 25.4% against. The elevated opposition level of over 25% is notable and may prompt board attention to compensation design or disclosure.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
elected the twelve Directors set forth below to serve for a term of one year expiring at the annual meeting in 2027 (or until their respective successors are elected and qualified);
NOMINEES FOR WITHHOLD BROKER NON-VOTES
Lucian Boldea 59,598,638 948,854 3,182,667
Maria A. Crowe 58,028,580 2,518,912 3,182,667
Elizabeth A. Harrell 58,197,705 2,349,787 3,182,667
Richard G. Kyle 59,605,368 942,124 3,182,667
Sarah C. Lauber 59,271,708 1,275,784 3,182,667
Todd M. Leombruno 58,659,558 1,887,934 3,182,667
Christopher L. Mapes 55,431,064 5,116,428 3,182,667
Ajita G. Rajendra 53,788,853 6,758,639 3,182,667
Kimberly K. Ryan 59,475,084 1,072,408 3,182,667
Frank C. Sullivan 57,747,501 2,799,991 3,182,667
John M. Timken, Jr. 58,945,757 1,601,735 3,182,667
Ward J. Timken, Jr. 59,599,013 948,479 3,182,667
All twelve director nominees were elected to one-year terms. Support ranged from 88.9% (Ajita G. Rajendra with 6,758,639 withheld votes) to 98.4% (Richard G. Kyle with 942,124 withheld votes) of votes cast. The elections were uncontested and all nominees received strong majority support.
Thanks — your feedback helps us improve report quality.
Figures/quotes linked to EDGAR · Narrative written by AI · Jul 15, 2026 · How we verify