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

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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

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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 to http://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.

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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 website http://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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TABLE OF CONTENTS

Notice of 2025 Annual Meeting of Shareholders and Proxy Statement
	Chairman’s Letter
	Notice of the Annual Meeting
	Table of Contents
1	Proxy Summary
10	Proxy Statement
10	Proposal No. 1: Election of Directors
11	Nominees
17	Independence Determinations
18	Related Party Transactions Approval Policy
18	Board and Committee Meetings
19	Board Leadership Structure
19	Director Compensation
21	Board Committees
21	Audit Committee
22	Compensation Committee
23	Nominating and Corporate Governance Committee
25	Corporate Governance and Social Responsibility Highlights
28	Shareholder Engagement in 2024
29	Risk Oversight
29	Shareholder Communications
30	Beneficial Ownership of Common Shares
33	Proposal No. 2: Approval, on an Advisory Basis, of Our Named Executive Officer Compensation
34	Compensation Discussion and Analysis
58	Executive Compensation

73	CEO Pay Ratio
74	Pay Versus Performance
78	Proposal No. 3: Ratification of Appointment of Independent Auditor
79	Auditor
80	Audit Committee Report
80	Proposal No. 4: Shareholder Proposal – Adopt Science-Based Emissions Reduction Targets
84	Proposal No. 5: Shareholder Proposal – Support Improved Clawback Policy for Unearned Executive Pay
86	Other Information
86	Participation at the Annual Meeting
87	Proxy Solicitation
87	How Proxies Will be Voted
87	Voting at the Meeting
87	Submission of Shareholder Proposals
88	General
A-1	Appendix A

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PROXY SUMMARY

This summary highlights certain information contained in the Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement before voting.

2025 Annual Meeting of Shareholders

Date and Time:		Friday, May 2, 2025, at 10:00 a.m. Eastern Time

Location:		Online-only format, with attendance via the internet at the following web address: http://www.cesonlineservices.com/tkr25_vm

Record Date:		February 25, 2025

Mail Date:		The approximate date our Proxy Statement and Proxy Card will be first sent or given to our shareholders is March 17, 2025.

Voting Matters and Board Voting Recommendations

Board Recommends	Proposal	See Page
For	1. Election of 13 Directors to serve for a term of one year.	10
For	2. Approval, on an advisory basis, of our named executive officer compensation.	33
For	3. Ratification of the appointment of Ernst & Young LLP as our independent auditor for the fiscal year ending December 31, 2025.	78
Against	4. 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.	80
Against	5. 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.	84

SEC Form DEF 14A filed by Timken Company