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TIMKEN CO

For the period ended May 2, 2025. Filed Mar 17, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 2, 2025 · Filed Mar 17, 2025

TKR$102.03+2.1%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. _)

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐Preliminary Proxy Statement

☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒Definitive Proxy Statement

☐Definitive Additional Materials

☐Soliciting Material under § 240.14a-12

The Timken Company

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒No fee required

☐Fee paid previously with preliminary materials

☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

John M. Timken, Jr. Chairman – Board of Directors The Timken Company 4500 Mt. Pleasant Street NW North Canton, OH 44720

March 17, 2025

Dear Fellow Timken Shareholder:

Your Board of Directors is pleased to invite you to the 2025 Annual Meeting of Shareholders of The Timken Company to be held on Friday, May 2, 2025, at 10:00 a.m. Eastern Time. We will conduct this year’s meeting in an online-only format, with attendance via the internet.

This year, you are being asked to act upon five matters. Three of these matters (Proposals No. 1, 2 and 3) have been unanimously recommended by your Board of Directors, while two of these matters (Proposals No. 4 and 5) are shareholder proposals that are not supported by your Board of Directors. Details of these matters, along with the recommendations of your Board of Directors, are contained in the accompanying Notice of 2025 Annual Meeting of Shareholders and Proxy Statement.

Please read the enclosed information carefully before voting your shares. Voting your shares as soon as possible will ensure your representation at the meeting, whether or not you plan to attend.

I want to thank you for your continuous support of our business over the years, and I look forward to strong participation and a similar vote of support at the 2025 Annual Meeting of Shareholders.

Sincerely,

John M. Timken, Jr.

Chairman – Board of Directors

Engineered Bearings I Mechanical Power Transmission Products I Industrial Services

THE TIMKEN COMPANY

North Canton, Ohio

NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS

The 2025 Annual Meeting of Shareholders of The Timken Company will be held on Friday, May 2, 2025, at 10:00 a.m. Eastern Time, in an online-only format, with attendance via the internet at the following web address:www.cesonlineservices.com/tkr25_vm. You will not be able to attend this meeting in person.

The meeting is being held for the following purposes:

1.Election of 13 Directors to serve for a term of one year;
2.Approval, on an advisory basis, of our named executive officer compensation;
3.Ratification of the appointment of Ernst & Young LLP as our independent auditor for the fiscal year ending December 31, 2025;
4.Consideration of a shareholder proposal requesting that the Company adopt independently verified short- and medium-term science-based greenhouse gas emissions reduction targets, inclusive of emissions from its full value chain;
5.Consideration of a shareholder proposal asking the Board of Directors to amend the Company policy on recoupment of incentive pay to apply to each Named Executive Officer and to state that conduct or negligence – not merely misconduct – shall trigger mandatory application of that policy and to report to shareholders in each annual meeting proxy the results of any deliberations regarding the policy; and
6.Consideration of such other business as may properly come before the meeting.

Shareholders of record of common shares of The Timken Company at the close of business on February 25, 2025 are the shareholders entitled to notice of and to vote at the meeting.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO PARTICIPATE IN THE ONLINE-ONLY 2025 ANNUAL MEETING OF SHAREHOLDERS, PLEASE SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT IN THE POSTAGE-PAID ENVELOPE PROVIDED OR VOTE YOUR SHARES ELECTRONICALLY THROUGH THE INTERNET OR BY TELEPHONE. VOTING INSTRUCTIONS ARE PROVIDED ON THE ENCLOSED PROXY CARD.

Effect of Not Casting Your Vote. Under New York Stock Exchange rules, if you hold your shares in “street name” through a brokerage account, your broker will NOT be able to vote your shares for you on most of the matters being considered at the 2025 Annual Meeting of Shareholders, including the election of Directors, unless you have given instructions to your broker prior to the meeting.

To attend the online-only meeting, you will need to pre-register by 10:00 a.m. Eastern Time on May 1, 2025. To pre-register for the meeting, please follow these instructions:

Registered Shareholders

If your shares are registered in your name with our transfer agent or you are a participant holding shares in a Timken-sponsored employee savings plan and you wish to attend the virtual meeting, go tohttp://www.cesonlineservices.com/tkr25_vm. Please have your Proxy Card or Notice of the Meeting, containing your 11-digit control number, available and follow the instructions to complete your registration request.

Beneficial Shareholders

Beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) who wish to attend the virtual meeting may pre-register by visiting the websitehttp://www.cesonlineservices.com/tkr25_vm. Please have available the voting instruction form, notice, or other communication from your broker, bank, or other holder of record that sets forth the control number provided to you and follow the instructions to complete your registration request.

After pre-registering, shareholders will receive a confirmation email with a link and instructions for accessing the virtual 2025 Annual Meeting of Shareholders and submitting questions for the meeting. Shareholders may review the meeting’s rules of conduct or vote during the virtual 2025 Annual Meeting of Shareholders by following the instructions available on the meeting website.

Thank you for your continued support of The Timken Company.

Hansal N. Patel

Executive Vice President, General Counsel & Secretary

March 17, 2025

**Important Notice Regarding the Availability of Proxy Materials for the 2025 Annual Meeting of Shareholders to be held on May 2, 2025:**This Proxy Statement and our 2024 Annual Report to Shareholders are available on the Investors section of our website https://investors.timken.com/.

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