Item 3. Legal Proceedings
Item 3. Legal Proceedings
The Company is involved in various claims and legal actions arising in the ordinary course of business. SEC regulations require us to disclose certain information about environmental proceedings when a governmental authority is a party to the proceedings if we reasonably believe that such proceedings may result in monetary sanctions above a stated threshold. Pursuant to such regulations, the Company uses a threshold of $1 million or more for purposes of determining whether disclosure of any such proceedings is required as we believe matters under this threshold are not material to the Company. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position or annual results of operations.
Item 4. Mine Safety Disclosures
Not applicable.
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Item 4A. Information about our Executive Officers
The executive officers are elected by the Board of Directors normally for a term of one year and until the election of their successors. All executive officers have been employed by Timken during the past five-year period. The executive officers of the Company as of February 16, 2023 are as follows:
Name Age Current Position and Previous Positions During Last Five Years
Christopher A. Coughlin 62 2022 Executive Vice President and President of Industrial Motion
2014 Executive Vice President and Group President
Philip D. Fracassa 54 2014 Executive Vice President and Chief Financial Officer
Richard G. Kyle 57 2014 President and Chief Executive Officer
Hansal N. Patel 42 2019 Vice President, General Counsel and Secretary
2019 Vice President - Legal and Corporate Secretary
2018 Director - Legal and Corporate Secretary
Natasha Pollock 48 2021 Vice President, Human Resources
2020 Director - Human Resources
2015 General Manager - Human Resources
Andreas Roellgen 55 2022 Executive Vice President and President of Engineered Bearings
2016 Vice President - Europe, Asia and Africa
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PART II.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
The Company’s common shares are traded on the New York Stock Exchange under the symbol “TKR". The estimated number of record holders of the Company’s common shares at December 31, 2022 was 3,046 . The estimated number of beneficial shareholders at December 31, 2022 exceeds 90,000 .
Issuer Purchases of Common Shares:
The following table provides information about purchases of its common shares by the Company during the quarter ended December 31, 2022.
Period Total number
of shares purchased (1)
Average
price paid per share (2)
Total number of
shares purchased as
part of publicly
announced
plans or programs Maximum number
of shares that may
yet be purchased
under the
plans or programs (3)
10/1/2022 - 10/31/2022 — $ — — 6,050,000
11/1/2022 - 11/30/2022 240,985 72.86 225,000 5,825,000
12/1/2022 - 12/31/2022 25,500 74.55 25,000 5,800,000
Total 266,485 $ 73.02 250,000 —
(1) Of the shares purchased in November and December, 15,985 and 500 respectively, represent common shares of the Company that were owned and tendered by employees to exercise stock options, and to satisfy withholding obligations in connection with the exercise of stock options and vesting of restricted shares.
(2) For shares tendered in connection with the vesting of restricted shares, the average price paid per share is an average calculated using the daily high and low of the Company’s common shares as quoted on the New York Stock Exchange at the time of vesting. For shares tendered in connection with the exercise of stock options, the price paid is the real-time trading share price at the time the options are exercised.
(3) On February 12, 2021, the Company's Board of Directors approved a new share repurchase plan, effective March 1, 2021, pursuant to which the Company may purchase up to ten million of its common shares, in the aggregate. This share purchase plan expires on February 28, 2026. Under this plan, the Company may purchase shares from time to time in open market purchases or privately negotiated transactio n, and it may make all or part of the purchases pursuant to accelerated share repurchases or Rule 10b5-1 plans.
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