SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 10, 2009
(Exact Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction of Incorporation)
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34-0577130 |
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| (Commission File Number)
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(I.R.S. Employer Identification No.) |
1835 Dueber Avenue, S.W., Canton, Ohio 44706-2798
(Address of Principal Executive Offices) (Zip Code)
(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.
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
| Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensation Arrangement of Certain Officers |
(d) On November 10, 2009, Mr. John M. Ballbach was elected to the Board of Directors of The
Timken Company (the “Company”), effective at the next meeting of the Board of Directors, for a term
expiring at the Annual Meeting of Stockholders in 2011.
Mr. Ballbach is Chairman, President and Chief Executive Officer of VWR International LLC,
having served as President and Chief Executive Officer since 2005 and Chairman since 2007. VWR
International LLC is a global laboratory supply and distribution company that serves
pharmaceutical, biotech, industrial, educational and government organizations.
Prior to joining VWR, he was President of Ballbach Consulting and served as President and
Chief Operating Officer of Valspar Corporation.
Mr. Ballbach will be appointed as a member of the Audit Committee of the Board of Directors.
As a non-employee director, Mr. Ballbach will receive compensation in the same manner as the
Company’s other non-employee directors, which compensation the Company previously disclosed in its
definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on
March 26, 2009. Additionally, the Company will enter into an Indemnification Agreement (the
“Indemnification Agreement”) with Mr. Ballbach. The Indemnification Agreement will be substantially
the same as the form indemnification agreement for directors filed as Exhibit 10.4 to the Company’s
Annual Report on Form 10-K for the year ended December 31, 2008.
A copy of the press release announcing Mr. Ballbach’s election is attached as Exhibit 99.1 to
this report.
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Exhibits. |
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99.1 |
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The Timken Company Press Release dated November 10, 2009,
announcing the election of John M. Ballbach to the Board of
Directors. |
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