(Exact name of registrant as specified in its charter)
Commission file number:1-1169
Ohio
34-0577130
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
4500 Mount Pleasant Street NW
North Canton
Ohio
44720-5450
(Address of principal executive offices)
(Zip Code)
234.262.3000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Shares, without par value
TKR
The New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 29, 2021, Ronald J. Myers, Executive Vice President – Human Resources, of The Timken Company (the “Company”) notified the Company of his intention to retire by the end of November 2021. Mr. Myers will retire with nearly 40 years of dedicated service to the Company. In connection with his retirement, on October 1, 2021, the Compensation Committee (the “Committee”) of the Board of Directors of the Company approved a modification of the February 6, 2020 award of 5,000 deferred shares to Mr. Myers. Under the modification, instead of requiring Mr. Myers to remain employed by the Company until December 31, 2021 in order to earn the deferred shares, the Committee provided that, as long as Mr. Myers remains employed with the Company until November 30, 2021, then the deferred shares will continue to vest following Mr. Myer’s retirement from the Company as if he remained in continuous employment through December 31, 2021. Mr. Myers’ deferred shares from this grant will remain subject to settlement consistent with the original vesting schedule. The balance of Mr. Myer’s unvested equity holdings will be treated in accordance with the original terms of the respective grants.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
