TIMKEN (TKR)
Sector: Industrials
2026 Annual Meeting Analysis
TIMKEN · Meeting: May 8, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of 12 Directors to serve for a term of one year
New CEO appointed September 2025, joined the board in 2025 — well within the 24-month exemption from the TSR performance trigger, and brings relevant industrial and operational leadership experience.
Long-tenured independent director with relevant manufacturing and procurement expertise; Timken's 3-year TSR of +28.7% is in the strong-positive band and the -49.3pp gap versus XLI does not breach the 65pp ETF fallback threshold, so no TSR trigger fires.
Independent director with relevant aerospace and supply chain experience; holds no other public company board seats; TSR trigger does not fire under ETF fallback thresholds.
Former CEO and interim CEO with deep company knowledge; holds 2 outside public board seats (Sonoco Products and Sotera Health), which is at the policy limit for a non-executive director but does not exceed it; TSR trigger does not fire.
Independent director with strong CFO and financial expertise; incoming Audit Committee Chair; joined in 2021 and no policy flags apply.
Independent director with relevant CFO experience at Parker Hannifin; joined in 2024, well within the 24-month new-director exemption from the TSR trigger.
Independent director with extensive industrial manufacturing CEO experience; holds 3 outside public board seats (A.O. Smith, Nordson, RPM), which is at the upper edge of typical practice but does not reach the 4-board overboarding threshold; no other flags.
Independent director with relevant industrial CEO and international business experience; Compensation Committee Chair; holds 1 outside board seat; no policy flags.
Independent director who joined in January 2025, well within the 24-month new-director exemption; brings recent public manufacturing company CEO experience.
Independent director who is a sitting public company CEO (RPM International) with 1 outside board seat (Timken), which is within the 1-outside-board limit for sitting CEOs under the policy; long tenure brings strategic and financial expertise.
Board-designated independent Chairman and significant long-term shareholder; the board has determined his family relationship with Ward J. Timken, Jr. does not impair independence; no overboarding or other policy flags.
Board-designated independent director with deep company knowledge and industry experience; holds no other public company board seats; no overboarding or other policy flags.
All 12 director nominees pass policy screens: Timken's 3-year price return of +28.7% is in the strong-positive band and the -49.3pp gap versus the XLI ETF fallback does not breach the 65pp trigger threshold, so no TSR-based votes against are warranted. No director exceeds the overboarding limit, no non-independent directors sit on audit or compensation committees, attendance is not flagged, and the board discloses a skills matrix. FOR recommended on the full slate.
Say on Pay
✓ FORCEO
Lucian Boldea
Total Comp
$15,045,651
Prior Support
83%%
CEO Lucian Boldea's reported 2025 total compensation of approximately $15 million is elevated relative to a typical industrial-sector CEO at this market cap band, but a significant portion reflects one-time sign-on equity and cash awards designed to replace compensation forfeited when he left his prior employer mid-year — the proxy provides a clear and specific rationale for this structure. The company's incentive plan is well-structured with meaningful performance conditions: short-term bonuses paid out at 81.8% of target (below target, reflecting real business softness) and long-term performance awards for the 2023–2025 cycle paid out at 94.4% of target, both demonstrating that pay moves in line with results rather than paying out regardless of outcomes. Prior say-on-pay support was 83%, above the 70% threshold that would trigger a no vote, and the program includes a robust clawback policy, strong stock ownership requirements, and at least 87% variable pay for the CEO — all consistent with best practices.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
Ernst & Young LLP is a Big 4 firm appropriate for a company of Timken's size and complexity. The proxy filing does not explicitly disclose auditor tenure or the detailed fee breakdown table in the text provided, so the tenure trigger (requiring confirmed data of 25+ years) cannot fire and the non-audit fee ratio trigger cannot be evaluated — per policy, absent confirmed data both default to FOR. No material restatements are disclosed.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Shareholder Proposal – Give Shareholders an Improved Ability to Call for a Special Shareholder Meeting
John Chevedden is a well-known individual governance activist whose proposals focus on shareholder rights, not political or ideological agendas, so this proposal deserves evaluation on its merits. Reducing the threshold to call a special meeting from 25% to 10% is a mainstream governance improvement that makes it easier for shareholders to act between annual meetings — 10% is the standard at a growing number of large companies, and similar proposals received majority support (51–72%) at comparable firms in 2024. While Timken argues its 25% threshold is adequate and has defeated this proposal three times before, the broader market trend strongly favors lower thresholds, the proposal includes no discriminatory holding-period requirements, and giving shareholders a more accessible path to call special meetings is a straightforward way to keep the board accountable without imposing meaningful cost or disruption given how rarely such meetings are actually called.
Overall Assessment
The 2026 Timken annual meeting presents a largely clean ballot: all 12 director nominees pass policy screens, the say-on-pay program is well-structured with meaningful performance linkage and prior support above the warning threshold, and the Ernst & Young auditor ratification raises no flags. The only contested item is a governance proposal from John Chevedden to lower the special meeting threshold from 25% to 10%, which this analysis supports as a mainstream shareholder rights improvement consistent with broader market trends.