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): February 4,
2008
THE TIMKEN COMPANY
(Exact Name of Registrant as Specified in its Charter)
Ohio
(State or Other Jurisdiction of Incorporation)
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| 1-1169
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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)
(330) 438-3000
(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.
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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 Departure of Directors or Principal Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
Senior Executive Management Performance Plan
On February 4, 2008 the Compensation Committee (the “Committee”) of the Board of Directors of
The Timken Company (the “Company”) established the performance goals for 2008 under the Senior
Executive Management Performance Plan, which are earnings before interest and taxes as a percentage
of beginning invested capital (“EBIT/BIC”) and working capital as a percentage of sales. For 2008,
the Company’s principal executive officer, principal financial officer and three other most highly
compensated executive officers for 2007 (the “Named Executive Officers”) are eligible to receive
awards under the Senior Executive Management Performance Plan.
Performance Units
The Company awards performance units to officers (including the Named Executive Officers) of
the Company under its Long-Term Incentive Plan, as Amended and Restated. On February 4, 2008, the
Committee established performance goals and awarded performance units for the 2008 — 2010
performance cycle. Payouts under performance units are subject to the attainment of performance
goals for return on invested capital and cumulative earnings per share over a three-year
performance cycle.
Restricted Share Grants
On February 4, 2008 the Committee approved grants of restricted shares to the Named Executive
Officers. These restricted shares vest over a four year period in equal amounts each year,
provided that the Company achieves a certain level of EBIT/BIC during 2008.
Amendments to Form Agreements
On February 4, 2008 the Committee approved changes to the Company’s forms of Performance
Vested Restricted Share Agreement and Performance Unit Agreement. These revised forms of
agreements are filed as exhibits to this Form 8-K.
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