39 unchanged sentences
Not applicable.
+Added: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
+Added: Not applicable.
Directors, Executive Officers and Corporate Governance
−Removed: Required information is set forth under the captions "Nominees" and “Delinquent Section 16(a) Reports” in the proxy statement filed in connection with the annual meeting of shareholders to be held on or abou t May 7, 2021 (the "Proxy Statement"), and is incorporated herein by reference.
+Added: Required information is set forth under the caption "Nominees" in the proxy statement filed in connection with the annual meeting of shareholders to be held on or abou t May 6, 2022 (the "Proxy Statement"), and is incorporated herein by reference.
Information regarding the executive officers of the registrant is included in Part I hereof.
Information regarding the Company’s Audit Committee and its Audit Committee Financial Experts is set forth under the caption “Audit Committee” in the Proxy Statement, and is incorporated herein by reference.
−Removed: The General Policies and Procedures of the Board of Directors of the Company and the charters of its Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are also available on the Company’s website at www.timken.com/about/governance-documents and are available to any shareholder upon request to the Vice President, General Counsel and Secretary.
+Added: The General Policies and Procedures of the Board of Directors of the Company and the charters of its Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are also available on the Company’s website at https://investors.timken.com/corporate-governance/documents/default.aspx and are available to any shareholder upon request to the Vice President, General Counsel and Secretary.
The information on the Company’s website is not incorporated by reference into this Annual Report on Form 10-K.
35 unchanged sentences
1-1169) and is incorporated herein by reference.
−Removed: Indenture, dated as of February 18, 2003, between The Timken Company and The Bank of New York, as Trustee, providing for Issuance of Notes in Series was filed on March 27, 2003 with Form 10-K (Commission File No.
−Removed: 1-1169) and is incorporated herein by reference.
Indenture, dated as of August 20, 2014, by and between The Timken Company and The Bank of New York Mellon Trust Company, N.A., was filed on August 20, 2014 with Form 8-K (Commission File No.
17 unchanged sentences
1-1169) and is incorporated herein by reference.
−Removed: The Timken Company Long-Term Incentive Plan for directors, officers and other key employees as amended and restated as of February 5, 2008 and approved by the shareholders on May 1, 2008 was filed on March 18, 2008 as Appendix A to the Registrant's Definitive Proxy Statement on Schedule 14A (Commission File No.
−Removed: 1-1169) and is incorporated herein by reference.
The Timken Company 2011 Long-Term Incentive Plan, as amended and restated as of February 13, 2015 for directors, officers and other key employees as approved by the shareholders on May 7, 2015 was filed on March 27, 2015 with Definitive Proxy Statement on Schedule 14A (Commission File No.
13 unchanged sentences
1-1169) and is incorporated herein by reference.
−Removed: The Timken Company Short-Term Incentive Plan Global Plan Document for officers and other key employees, effective as of January 1, 2020 and pursuant to The Timken Company 2019 Equity and Incentive Compensation Plan, as amended and adopted on November 13, 2020 and is attached hereto as Exhibit 10.1.
+Added: The Timken Company Short-Term Incentive Plan Global Plan Document for officers and other key employees, amended and restated effective as of January 1, 2021 and pursuant to The Timken Company 2019 Equity and Incentive Compensation Plan, as attached hereto as Exhibit 10.1.
Form of Severance Agreement (for Executive Officers appointed on or after November 12, 2015), as adopted on November 12, 2015, was filed on February 24, 2016 with Form 10-K (Commission File No.
41 unchanged sentences
1-1169) and is incorporated herein by reference.
−Removed: Form of Nonqualified Stock Option Agreement for Officers, as adopted on December 10, 2009, was filed on February 25, 2010 with Form 10-K (Commission File No.
−Removed: 1-1169), and is incorporated herein by reference.
Form of Nonqualified Stock Option Agreement for transferable options for Officers, as adopted on December 8, 2011, was filed on February 17, 2012 with Form 10-K (Commission File No.
26 unchanged sentences
1-1169) and is incorporated herein by reference.
−Removed: Form of Restricted Share Agreement for Non-Employee Directors (one year vesting), as adopted on February 12, 2015, was filed on February 24, 2016 with Form 10-K (Commission File No.
−Removed: 1-1169) and is incorporated herein by reference.
−Removed: Form of Deferred Shares Agreement (five year cliff vesting) entered into with employees after January 1, 2012, as adopted on December 8, 2011, was filed on February 17, 2012 with Form 10-K (Commission File No.
−Removed: 1-1169) and is incorporated herein by reference.
Form of Deferred Shares Agreement (five year cliff vesting) entered into with employees after August 12, 2015, as adopted on August 12, 2015, was filed on February 24, 2016 with Form 10-K (Commission File No.
1-1169) and is incorporated herein by reference.
−Removed: Form of Deferred Shares Agreement (three year cliff vesting) entered into with employees after November 12, 2015, as adopted on November 12, 2015, was filed on February 24, 2016 with Form 10-K (Commission File No.
−Removed: 1-1169) and is incorporated herein by reference.
Form of Deferred Shares Agreement (three year cliff vesting), as adopted on February 8, 2018, was filed on May 1, 2018 with Form 10-Q (Commission File No.
41 unchanged sentences
1-1169) and is incorporated herein by reference.
−Removed: Form of Performance-Based Restricted Stock Unit Agreement entered into with key employees was filed on May 2, 2012 with Form 10-Q (Commission File No.
−Removed: 1-1169) and is incorporated herein by reference.
Form of Performance-Based Restricted Stock Unit Agreement, as adopted on February 8, 2018, was filed on May 1, 2018 with Form 10-Q (Commission File No.
32 unchanged sentences
Listing of Exhibits (continued)
−Removed: The Timken Company Short-Term Incentive Plan Global Plan Document for officers and other key employees, effective as of January 1, 2020 and pursuant to the Timken Company 2019 Equity and Incentive Plan, as amended and adopted on November 13, 2020.
+Added: The Timken Company Short-Term Incentive Plan Global Plan Document for officers and other key employees, amended and restated effective as of January 1, 2021 and pursuant to The Timken Company 2019 Equity and Incentive Compensation Plan.
A list of subsidiaries of the Registrant.
39 unchanged sentences
February 15, 2022
−Removed: Luke, Jr.* By:
/s/ Jacqueline F.
1 unchanged sentence
Woods, Director
−Removed: February 16, 2021 Date:
February 15, 2022
17 unchanged sentences
Charged to costs and expenses (1)
−Removed: Charged to other accounts (2)
Charged to costs and expenses (3)
7 unchanged sentences
Charged to other accounts (2)
+Added: ( 0.7 ) 11.8 1.9
Deductions (5)
15 unchanged sentences
(7) Amount relates to the reversal of valuation allowances and was recorded as a component of the provision for income taxes.
−Removed: The Company released $ 44.5 million of foreign valuation allowances for the year-ended December 31, 2019, $ 40.7 million of which relates to the valuation allowance that was recorded against German indefinite-lived loss carryforwards and pension deferred tax assets.
−Removed: Refer to Note 5 - Income Taxes in the Note to the Consolidated Financial Statements for further discussion on valuation allowance reversals.
+Added: The Company released $ 7.8 million of foreign valuation allowances for the year-ended December 31, 2021.
+Added: Refer to Note 5 - Income Taxes in the Notes to the Consolidated Financial Statements for further discussion on valuation allowance reversals.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.