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 and is exempt from the TSR trigger as a director with less than 24 months of tenure; no overboarding, independence, attendance, or qualification concerns identified.
Independent director with relevant manufacturing and operational experience; Timken's 3-year price return of 30.6% is strong positive (above +20%), and the named peer group underperformance threshold of 65pp would need to be breached to trigger a No vote — no such breach is indicated; no overboarding, attendance, or other concerns.
Independent director with relevant aerospace and supply chain expertise; director since 2017, strong positive 3-year absolute TSR means the 65pp peer underperformance threshold applies and no breach is indicated; no overboarding or attendance concerns.
Former long-serving CEO and executive director with deep company and industry knowledge; holds 2 outside public board seats (Sonoco Products and Sotera Health), which meets but does not exceed the sitting-CEO overboarding threshold — however Kyle is a retired CEO/non-executive director so the 4-board limit for non-executives applies and he holds only 2 outside seats; strong positive 3-year TSR means the 65pp peer underperformance threshold applies and no breach is indicated.
Independent director with strong CFO and financial expertise, becoming Audit Committee Chair; director since 2021, no overboarding, and strong positive 3-year TSR means the 65pp threshold would need to be breached to trigger a No vote — no such breach is indicated.
Independent director with relevant CFO experience at Parker Hannifin; joined the board in August 2024 — less than 24 months of tenure — and is therefore exempt from the TSR trigger; no overboarding or other concerns.
Independent director with extensive CEO experience at a comparable industrial manufacturer; holds 3 outside public board seats (A.O. Smith, Nordson, RPM), which is within the 4-board limit for non-executive directors; strong positive 3-year TSR means the 65pp peer underperformance threshold applies and no breach is indicated.
Independent director with extensive CEO and manufacturing experience; holds 1 outside public board seat (Donaldson), well within limits; strong positive 3-year TSR means the 65pp peer underperformance threshold applies and no breach is indicated.
Independent director who joined the board in January 2025 — less than 24 months of tenure — and is therefore exempt from the TSR trigger; brings relevant CEO experience from an industrial manufacturing company; no overboarding or other concerns.
Independent director who is also a sitting CEO at RPM International and holds 1 outside public board seat (Timken), which does not exceed the 2-outside-board limit for sitting CEOs; strong positive 3-year TSR means the 65pp peer underperformance threshold applies and no breach is indicated.
Independent Chairman with long tenure and significant share ownership; no overboarding concerns; strong positive 3-year TSR means the 65pp peer underperformance threshold applies and no breach is indicated; the board has designated him as independent despite the family name, which is consistent with NYSE standards as disclosed.
Independent director with relevant industry and leadership experience; no overboarding concerns; strong positive 3-year TSR means the 65pp peer underperformance threshold applies and no breach is indicated; the board has determined his family relationship does not impair independence under NYSE standards.
All 12 nominees receive a FOR vote. Timken's 3-year price return of 30.6% is strong positive (above +20%), meaning the named peer group underperformance threshold to trigger a No vote is 65 percentage points — a very high bar that is not indicated to be breached based on available data. Two directors (Leombruno and Ryan) are exempt from the TSR trigger due to tenure under 24 months. No overboarding, independence on audit/compensation committees, attendance, or qualification concerns were identified across the slate.
Say on Pay
✓ FORCEO
Lucian Boldea
Total Comp
$15,045,651
Prior Support
83%%
The prior year say-on-pay vote received approximately 83% support, which is above the 70% threshold that would require visible changes before voting For again. CEO Lucian Boldea's total reported compensation of approximately $15 million reflects a new hire package with one-time sign-on components (a $1.5 million cash bonus and a $7 million initial stock award grant to replace forfeited awards from his prior employer) that inflate the reported figure significantly above the ongoing annual target; the underlying annualized compensation structure (base salary of $1.1 million, annual bonus target of 125% of salary, and regular long-term incentive grants) appears within a reasonable range for a CEO at a $6.8 billion industrial company. The pay program is heavily weighted toward variable and performance-based compensation — approximately 87% of target total direct compensation for the CEO is incentive-based — using appropriate long-term metrics including adjusted EPS, return on invested capital, and relative total shareholder return; incentive payouts for 2025 were below target (81.8% of annual cash incentive and 94.4% of the 2023-2025 performance stock award cycle), reflecting genuine pay-for-performance alignment during a challenging operating year. Timken's 3-year price return of 30.6% is positive and the company has not been flagged for sustained underperformance relative to the ^MDY (S&P MidCap 400) benchmark, and the company maintains a robust clawback policy, stock ownership requirements, and anti-hedging provisions.
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. Auditor tenure is not explicitly disclosed in the provided filing text, so the tenure trigger cannot fire per policy — absence of tenure disclosure is noted as a minor negative but does not warrant a No vote. No fee table data was provided in the filing excerpt, so the non-audit fee ratio trigger cannot be evaluated; in the absence of data confirming a trigger, the default FOR vote applies. No material restatements were identified.
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 with a track record of submitting shareholder-focused governance proposals, and this type of filer is treated as credible under our policy. The proposal asks to lower the ownership threshold needed to call a special shareholder meeting from the current 25% to 10%, which is a mainstream governance improvement — a 10% threshold is widely considered the market standard for meaningful shareholder access and allows a broader group of shareholders to act between annual meetings if urgent issues arise. While Timken already provides a special meeting right at 25%, that threshold effectively limits the right to very large institutional holders, whereas a 10% threshold would give a more realistic group of shareholders the ability to act when needed — particularly relevant given the operational challenges, CEO transitions, and recent business headwinds described in the proposal. The company's response does not undermine the core governance rationale for a lower threshold, and the fact that this proposal has been repeatedly brought back by the same shareholder without the company engaging on the substance of lowering the threshold supports continued shareholder pressure.
Overall Assessment
The 2026 Timken annual meeting features four proposals: a clean 12-director slate that all receive FOR votes given the company's strong positive 3-year stock return and no identified governance concerns, Ernst & Young ratification which receives a FOR absent fee data to trigger otherwise, a Say on Pay vote that receives FOR given a well-structured pay-for-performance program with below-target payouts reflecting a difficult operating year, and a John Chevedden stockholder proposal to lower the special meeting threshold from 25% to 10% which receives a FOR as a credible governance improvement from a recognized activist filer. The most notable feature of the ballot is the complex CEO transition compensation for incoming CEO Lucian Boldea, which includes significant one-time sign-on awards that inflate 2025 reported pay but are justified by the circumstances of his hire.
Compensation Peer Group
18 companies disclosed in 2026 proxy filing