UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(RULE14a-101)

SCHEDULE 14A INFORMATION

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:

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 the appropriate box):

Notice of

2017

2018 Annual Meeting of

of Shareholders and

and

Proxy Statement

THE TIMKEN COMPANY

North Canton, Ohio U.S.A.

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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, 2017

19, 2018

Dear Fellow Timken Shareholder:

The 20172018 Annual Meeting of Shareholders of The Timken Company will be held on Tuesday, May 9, 2017,8, 2018, at 10:00 a.m. local time at the corporate offices of the company in North Canton, Ohio.

This year, you are being asked to act upon fourthree matters. Details of these matters, along with the recommendations of your Board of Directors, are contained in the accompanying Notice of 20172018 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 appreciate the strong participation and support of our shareholders over the years and look forward to a similar vote of support at the 20172018 Annual Meeting of Shareholders.

Sincerely,

Sincerely, John M. Timken, Jr. Chairman – Board of Directors Enclosure

John M. Timken, Jr.

Chairman – Board of Directors

Enclosure

2 ii Engineered Bearings | Mechanical Power Transmission Products | Industrial Services				The Timken Company
				4500 Mount Pleasant Street NW
				P. O. Box 6929
				Canton, OH 44720
				United States

THE TIMKEN COMPANY

North Canton, Ohio

NOTICE OF 20172018 ANNUAL MEETING OF SHAREHOLDERS

The 20172018 Annual Meeting of Shareholders of The Timken Company will be held on Tuesday, May 9, 2017,8, 2018, at 10:00 a.m. local time, at 4500 MountMt. Pleasant Street NW, North Canton, Ohio 44720, for the following purposes:

Shareholders of record of common shares of The Timken Company at the close of business on February 22, 2017,20, 2018 are the shareholders entitled to notice of and to vote at the meeting.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE 20172018 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 (“NYSE”) 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 20172018 Annual Meeting of Shareholders, including the election of Directors, unless you have given instructions to your broker prior to the meeting.

Thank you for your continued support of The Timken Company.

March 17, 201719, 2018

Important Notice Regarding the Availability of Proxy Materials for the 20172018 Annual Meeting of Shareholders to be held on May 9, 2017:8, 2018:This Proxy Statement and our 20162017 Annual Report to Shareholders are available on the Investors section of our websitehttp://investors.timken.com. For directions to the 20172018 Annual Meeting of Shareholders, you may call234-262-3000.

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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.

2018 Annual Meeting of Shareholders

Voting Matters and Board Voting Recommendations

Director Nominees

See Proposal No. 1 on page 7 of the Proxy Statement for more details on the 12 nominees for Director. The following information describes the background and experience of each nominee as of March 1, 2018.

 * Denotes committee chair

 ** Denotes Lead Director

 *** Denotes Independent Chairman of the Board

Corporate Governance Highlights

The Timken Company is committed to strong corporate governance as evidenced by the following practices. See page 20 of the Proxy Statement for more details.

2017 Performance Highlights

Timken performed well in 2017, both year-over-year and as compared against the global bearing industry and its industrial peers. We profitably grew the Company in 2017, increasing revenue 12.5% to $3 billion. We achieved earnings per diluted share of $2.58 and adjusted earnings per diluted share of $2.63¹, up approximately 45% and approximately 23%, respectively, from the prior year. We also continued to create significant shareholder value by delivering a total shareholder return (“TSR”) of 26.8% in 2017, higher than the S&P 500 index and only slightly below our peer median over the same period. Over the past 10 years, our average annual TSR exceeds both the S&P 500 index and our peer median. Additionally, we increased and paid out our 382^nd consecutive quarterly dividend, continuing one of the longest active streaks on the New York Stock Exchange (“NYSE”). We also improved our return on invested capital (“ROIC”) year-over-year.

We achieved these results through the disciplined execution of our strategy, which is focused on driving organic growth in our core business by leading in product technology, innovation and service; improving our business performance and expanding margins through operational excellence initiatives; and deploying our cash flow and capital to drive strong returns for our investors.

In 2017, we strengthened our global leadership position in tapered roller bearings and grew our offering in industrial bearings. We also significantly expanded our mechanical power transmission portfolio and geographic reach, completing three acquisitions during the year. The acquisitions of Torsion Control Products, Groeneveld Group and PT Tech advanced our position in industrial couplings and lubrication systems and introduced industrial clutches and brakes to the Timken portfolio. Our majority-owned subsidiary, Timken India Ltd., also entered into a definitive agreement to acquire ABC Bearings Ltd. to strengthen our position in the growing India bearing market. This transaction is expected to close in the first half of 2018.

See page 27 of the Proxy Statement for more details.

Return to Shareholders

*Total Shareholder Return for the Company was calculated on an annualized basis, assumes quarterly reinvestment of dividends and takes into account the value of TimkenSteel Corporation (“TimkenSteel”) common shares distributed in the spinoff of TimkenSteel from the Company that was completed on June 30, 2014 (the “Spinoff”).

**See page 32 of the Proxy Statement for the companies that are included in the compensation peer group for 2017.

¹ SeeAppendix A for reconciliation of adjusted earnings per share to its most directly comparable generally accepted accounting principle (“GAAP”) equivalent.

2017 Executive Compensation Practices    

We design our executive compensation plans and program to help us attract, motivate, reward and retain highly qualified executives who are capable of creating and sustaining value for our shareholders over the long term. See page 27 of the Proxy Statement for more details.

Pay-for-Performance

    Our compensation program is designed to link pay and performance, which we believe has been demonstrated by the strong level of shareholder support we have received for our compensation program over the last few years. A significant portion of the compensation of our named executive officers is equity based, which we believe aligns our executives’ interests with the interests of our shareholders.

    The Company’s incentive compensation program for executives is designed to link compensation with the full spectrum of our business goals, some of which are short term, while others take several years or more to achieve. The Company uses a balance of short- and long-term incentives as well as cash andnon-cash compensation to meet these objectives:

    Our incentive compensation program payouts for plan years ending in 2017 were aligned with performance:

2017 Annual Cash Incentive Plan Payout		2015-2017 Performance-Based RSU Cycle

See pages 37 to 42 of the Proxy Statement for more details on the annual cash incentive plan and the 2015-2017 performance-based restricted stock units.

THE TIMKEN COMPANY

PROXY STATEMENT

The enclosed proxy is solicited by the Board of Directors (also referred to as the “Board”) of The Timken Company, an Ohio corporation (the “Company,” “we,” or “us”), in connection with the 20172018 Annual Meeting of Shareholders to be held on May 9, 2017,8, 2018, at 10:00 a.m. local time at 4500 MountMt. Pleasant Street NW, North Canton, Ohio 44720, and at any adjournments and postponements thereof, for the purpose of considering and acting upon the matters specified in the foregoing Notice. The approximate date on which this Proxy Statement and proxy card will be first sent or given to our shareholders is March 17, 2017.19, 2018.

The Board of Directors is not aware of matters other than those specified in the foregoing Notice that will be brought before the meeting for action. However, if any such matters should be properly brought before the meeting, the persons appointed as proxies may vote or act upon such matters according to their judgment.

ITEMPROPOSAL NO. 1

1: ELECTION OF DIRECTORS

We currently have eleven12 Directors. Pursuant to our Amended Regulations, all nominees for Director will stand for election for aone-year term to expire at the 20182019 Annual Meeting of Shareholders. Candidates for Director receiving the greatest number of votes will be elected. Abstentions and “brokernon-votes” (where a broker, other record holder, or nominee indicates on a proxy card that it does not have authority to vote certain shares on a particular matter) will not be counted in the election of Directors and will not have any effect on the result of the vote.

Pursuant to the Majority Voting Policy of the Board of Directors, any Director who fails to receive a majority of the votes cast in his or her election will submit his or her resignation to the Board of Directors promptly after the certification of the election results. The Board of Directors and the Nominating and Corporate Governance Committee will then consider the resignation in light of any factors they consider appropriate, including the Director’s qualifications and service record, as well as any reasons given by shareholders as to why they withheld votes from the Director. The Board of Directors is required to determine whether to accept or reject the tendered resignation within 90 days following the election and to disclose on a Current Report on Form8-K its decision, as well as the reasons for rejecting any tendered resignation, if applicable.

At a meeting on February 10, 2017,9, 2018, the Board approved a resolution waiving for Joseph W. Ralston the Board’s policy that a Director may not stand for election to the Board after reaching age 72 for Joseph W. Ralston.72. Mr. Ralston has served as Lead Director since 2011 and the Board concluded that the Company would benefit from his continued service as a Director due to his extensive knowledge of the Company, leadership skills and experience with shareholder outreach.

At its meeting on February 10, 2017,9, 2018, the Board also approved a resolution, based on the recommendation of the Nominating and Corporate Governance Committee, nominating the eleven12 individuals set forth below to be elected Directors at the 20172018 Annual Meeting of Shareholders to serve for a term of one year expiring at the 20182019 Annual Meeting of Shareholders (or until their respective successors are elected and qualified). Each of the nominees, except Elizabeth A. Harrell, previously was previously elected as a Director by our shareholders. General Harrell was recommended to the Nominating and Corporate Governance Committee to serve as a Director by our independent Lead Director. Each of the nominees listed below has consented to serve as a Director if elected.

If any nominee becomes unable, for any reason, to serve as a Director, or should a vacancy occur before the election (which events are not anticipated), the Directors then in office may substitute another person as a nominee or may reduce the number of nominees as they deem advisable. Unless otherwise

indicated on any proxy card, the persons named as proxies on the enclosed proxy card intend to vote the shares covered by such proxy card in favor of the nominees named below.

THE BOARD OF DIRECTORS RECOMMENDS A VOTEFOREACH OF THE NOMINEES NAMED BELOW.

NOMINEESNominees

The following information, obtained in part from the respective nominee and in part from our records, describes the background and select experience of each nominee.nominee as of March 1, 2018.

Age 57

Richard G. Kyle Age: 52 Director since 2013		Business Experience Mr. Kyle was appointed President and Chief Executive Officer of The Timken Company in 2014. Mr. Kyle joined the Company in 2006 as Vice President of Manufacturing and was named President of the Aerospace and Mobile Industries segments in 2008. In 2012, he was named Group President with responsibility for the Aerospace and Steel segments as well as engineering and technology. In 2013, Mr. Kyle was named Chief Operating Officer, Bearings and Power Transmission. Since 2015, Mr. Kyle has served as a director of Sonoco Products Company, a global provider of consumer packaging, industrial products, protective solutions, and display and packaging services, and as a member of its Audit, Executive Compensation and Financial Policy committees. Qualifications Mr. Kyle has significant experience in global manufacturing organizations and has demonstrated the ability to lead change and growth. In addition to his role as Chief Executive Officer of the Company, Mr. Kyle’s strong engineering and operational background, coupled with his strategic perspective, provide valued skills to the Board.

Christopher L. Mapes Age: 56 Director since 2014		Business Experience Mr. Mapes is Chairman, President and Chief Executive Officer of Lincoln Electric Holdings, Inc., a global manufacturer of welding, cutting and joining products. He has held the position of Chairman since December 2013 and has been President and Chief Executive Officer since December 2012, after serving as Chief Operating Officer beginning in 2011. From 2004 to 2011, he served as Executive Vice President of A. O. Smith Corporation, a global water technology company and manufacturer of residential and commercial water heating and water purification equipment, where he led the expansion and execution of the global strategy for its electrical products. Mr. Mapes has been a director of Lincoln Electric Holdings, Inc. since 2010. Qualifications As a seasoned executive with extensive experience leading global manufacturing and distribution companies, Mr. Mapes understands the challenges of global growth and the complexity of managing international operations. In addition to his business management experience, Mr. Mapes has a law degree. Mr. Mapes is a member of our Audit Committee and Compensation Committee.

Ms. Crowe is President of Manufacturing Operations for Eli Lilly and Company, a global manufacturer of pharmaceutical products, a position she has held since 2012. Ms. Crowe joined Eli Lilly and Company in 1982, and previously served as its Senior Vice President of Global Drug Products from 2009 to 2012.

Ajita G. Rajendra Age: 66 Director since 2014		Business Experience Mr. Rajendra is Chairman and Chief Executive Officer of A. O. Smith Corporation, a global water technology company and manufacturer of residential and commercial water heating and water purification equipment. He has held the position of Chairman since 2014, and has been President and Chief Executive Officer since 2013. Mr. Rajendra previously served A. O. Smith Corporation as President and Chief Operating Officer from 2011 to 2012 and as Executive Vice President from 2006 to 2011. Qualifications Mr. Rajendra has been a director of A. O. Smith Corporation since 2011 and serves on its Investment Policy Committee, and has been a director of Donaldson Company, Inc. since 2010, where he is a member of the Audit Committee and Human Resources Committee. Mr. Rajendra’s extensive manufacturing and international experience leading businesses and negotiating acquisitions and joint ventures, along with his experience as a director of other publicly traded companies, provides valuable skills to the Board. Mr. Rajendra is a member of our Audit Committee and Compensation Committee.

Ms. Crowe provides the Board with extensive experience in manufacturing, sourcing and procurement for a global manufacturing company. Ms. Crowe also brings valuable experience on production capacity expansion and innovation efforts.

		General Ralston serves as our Lead Director and is a member of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee.

Ms. Crowe is a member of our Compensation Committee and Nominating and Corporate Governance Committee.

Richard G. Kyle

Age 51

Director since 2013

Mr. Kyle was appointed President and Chief Executive Officer of The Timken Company in 2014. Mr. Kyle joined the Company in 2006 as Vice President of Manufacturing and was named President of the Aerospace and Mobile Industries segments in 2008. In 2012, he was named Group President with responsibility for the Aerospace and Steel segments as well as engineering and technology. In 2013, Mr. Kyle was named Chief Operating Officer, Bearings and Power Transmission. Since 2015, Mr. Kyle has served as a director of Sonoco Products Company, a global provider of consumer packaging, industrial products, protective solutions, and display and packaging services, and as a member of its Audit and Financial Policy committees.

Mr. Kyle has significant experience in global manufacturing organizations and has demonstrated the ability to lead change and growth. In addition to his role as Chief Executive Officer of the Company, Mr. Kyle’s strong engineering and operational background, coupled with his strategic perspective, provide valued skills to the Board.

John A. Luke, Jr.

Age 68

Director since 1999

Mr. Luke served as the Chairman and Chief Executive Officer of MeadWestvaco Corporation (“MWV”), a leading global producer of packaging and specialty chemicals, from the merger of Mead and Westvaco in 2002 until his retirement in 2015. Prior to his retirement, Mr. Luke led the process that resulted in MWV merging with Rock-Tenn Company to form WestRock Company, which created the second largest packaging company in the industry. Mr. Luke has served as a director of The Bank of New York Mellon Corporation

since 2007, MWV from 2002 until 2015, WestRock Company since 2015 and Dominion Midstream GP, LLC since 2017.

Mr. Luke brings deep executive leadership experience to our Board, including expertise in leading large corporate transformations and evaluating and executing inorganic growth opportunities. Mr. Luke brings the perspective gained from serving on several corporate boards, including asNon-Executive Chairman of WestRock Company, a member of the Corporate Governance and Nominating and Audit Committees of The Bank of New York Mellon Corporation and Chair of the Conflicts Committee of Dominion Midstream GP, LLC.

Mr. Luke chairs our Compensation Committee and is a member of our Nominating and Corporate Governance Committee.

Christopher L. Mapes

Age 55

Director since 2014

Mr. Mapes is Chairman, President and Chief Executive Officer of Lincoln Electric Holdings, Inc., a global manufacturer of welding, cutting and joining products. He has held the position of Chairman since December 2013 and has been President and Chief Executive Officer since December 2012, after serving as Chief Operating Officer beginning in 2011. From 2004 to 2011, he served as Executive Vice President of A. O. Smith Corporation, a global water technology company and manufacturer of residential and commercial water heating and water purification equipment, where he led the expansion and execution of the global strategy for its electrical products. Mr. Mapes has been a director at Lincoln Electric Holdings, Inc. since 2010.

As an experienced executive with more than 25 years of service in global manufacturing and distribution companies, Mr. Mapes understands the challenges of global growth and the complexity of managing international operations. In addition to his business management experience, Mr. Mapes has a law degree.

Mr. Mapes is a member of our Audit Committee and Compensation Committee.

James F. Palmer

Age 67

Director since 2015

Mr. Palmer served as the Corporate Vice President and Chief Financial Officer of Northrop Grumman Corporation, a global security company and a provider of products, systems and solutions in the fields of aerospace, electronics, information systems, and technical services, from March 2007 until February 2015 and as a Corporate Vice President of Northrop Grumman until his retirement in July 2015. Prior to his employment with Northrop Grumman, Mr. Palmer served as the Senior Vice President and Chief Financial Officer of Visteon Corporation from 2004 to 2007.

Mr. Palmer’s broad executive background in the aerospace and defense industry, his service as the chief financial officer of multiple large publicly-traded companies, and his extensive experience with business acquisitions, debt financings and other complex transactions make him well-qualified to serve as a member of the Board.

Mr. Palmer is a member of our Audit Committee and Compensation Committee.

Ajita G. Rajendra

Age 65

Director since 2014

Mr. Rajendra is Chairman, President and Chief Executive Officer of A. O. Smith Corporation, a global water technology company and manufacturer of residential and commercial water heating and water purification equipment. He has held the position of Chairman since 2014, and has been President and Chief Executive Officer since 2013. Mr. Rajendra previously served A. O. Smith Corporation as President and Chief Operating Officer from 2011 to 2012 and as Executive Vice President from 2006 to 2011.

Mr. Rajendra has been a director of A. O. Smith Corporation since 2011 and serves on its Investment Policy Committee, and has been a director of Donaldson Company, Inc. since 2010, where he is a member of the Audit Committee and Human Resources Committee. Mr. Rajendra’s extensive manufacturing and international experience leading businesses and negotiating acquisitions and joint ventures, along with his experience as a director of other publicly-traded companies, provides valuable skills to the Board.

Mr. Rajendra is a member of our Audit Committee and Compensation Committee.

Joseph W. Ralston

Age 73

Director since 2003

General Ralston has served as Vice Chairman of The Cohen Group, an organization that provides clients with comprehensive tools for understanding and shaping their business, political, legal, regulatory and media environments, since 2003. General Ralston completed a distinguished37-year Air Force career as Commander, U.S. European Command and Supreme Allied Commander Europe, NATO in 2003. Previously, General Ralston served as Vice Chairman of the Joint Chiefs of Staff, the nation’s second highest-ranking military officer. General Ralston has served on the boards of Lockheed Martin Corporation since 2003 and URS Corporation from 2003 until 2014.

General Ralston’s experience in the private sector, combined with his distinguished military career, provides our Board with unmatched expertise across a range of complex operational, human resources, supply chain/logistical and other issues facing a global corporation. Based on his extensive military experience, General Ralston also provides specific insights and knowledge in the aerospace industry, which is a significant market for the Company. Additionally, General Ralston’s understanding of the political environment in Washington allows him to guide our Board on the challenges and opportunities resulting from governmental actions. General Ralston also brings the perspective of Chairman of the Classified Business and Security Committee and a member of the Ethics and Sustainability, Strategic Affairs and Executive Committees of Lockheed Martin.

General Ralston serves as our Lead Director, chairs our Nominating and Corporate Governance Committee and is a member of our Audit Committee.

Frank C. Sullivan

Age 56

Director since 2003

Mr. Sullivan has held the position of Chairman and Chief Executive Officer of RPM International Inc. (“RPM”), a world leader in specialty coatings, since 2008. Mr. Sullivan was appointed RPM’s Chief Executive Officer in 2002, prior to which he held the position of Chief Financial Officer since 1993. Mr. Sullivan has been a director of RPM since 1995.

Mr. Sullivan provides the Board with extensive financial expertise based on his years as a chief financial officer. In addition, as a chief executive officer and director of a multinational company, Mr. Sullivan brings invaluable executive experience on a wide array of issues, including strategic planning and the evaluation and execution of merger and acquisition opportunities.

Mr. Sullivan chairs our Audit Committee and is a member of our Nominating and Corporate Governance Committee.

John M. Timken, Jr.

Age 65

Director since 1986

Mr. Timken is a private investor and a successful entrepreneur, who has been a significant share-holder of the Company for many years. Mr. Timken isco-founder of Amgraph Packaging, a national supplier of flexible package printing used by major food and beverage brands and private labels. His entrepreneurial activities and passion for business-building have included involvement in ventures ranging from injection molding, to ophthalmic laboratories, to logistics and trucking. He has also owned a cable television business and established one of the largest commercial mushroom farms in North America.

Mr. Timken’s ability as an investor to identify and help increase value across a range of industries, as well as his familiarity with the Company’s businesses, provides the Board with important input in evaluating and making important capital allocation decisions. Since joining the Board, he has played an important role in the Company’s strategic drive to add product lines that complement its bearing product portfolio.

Mr. Timken serves as independent Chairman of the Board.

Ward J. Timken, Jr.

Age 49

Director since 2002

Mr. Timken is Chairman, Chief Executive Officer and President of TimkenSteel Corporation (“TimkenSteel”), a leader in customized alloy steel products and services, a position he assumed in 2014. TimkenSteel was previously a subsidiary of the Company that became an independent public company pursuant to a spinoff that was effected on June 30, 2014 (the “Spinoff”). Mr. Timken previously served as Chairman of the Board of The Timken Company from 2005 to May 2014.

Mr. Timken provides the Board with relevant experience from having served in key leadership positions during his tenure with the Company. Mr. Timken’s broad-based experience and familiarity with each of our businesses, along with his deep understanding of the global industry dynamics across the Company’s markets, enable Mr. Timken to provide valuable input to the Board.

Jacqueline F. Woods

Age 69

Director since 2000

Ms. Woods served as the President of Ameritech Ohio (subsequently renamed AT&T Ohio), a telecommunications company, until her retirement in 2000. At Ameritech Ohio, Ms. Woods also held various positions in finance, operations, marketing, sales and government affairs. Ms. Woods was inducted into the Ohio Women’s Hall of Fame in 1998. Ms. Woods has served on the board of The Andersons, Inc. since 1999. Ms. Woods was formerly a director at School Specialty, Inc. until 2013.

Ms. Woods’ extensive executive management experience enables her to help guide the Board in making decisions in areas such as marketing, strategy development, corporate governance and compensation. In addition, her executive experience at a primarily consumer-oriented company provides a valuable perspective on customer service. Ms. Woods also brings perspective gained from her service as a member of other corporate boards, including serving as a member of the Audit and Compensation and Leadership Development Committees of The Andersons, Inc.

Ms. Woods is a member of our Compensation Committee and Nominating and Corporate Governance Committee.

Independence Determinations

The Board of Directors has adopted the NYSE independence standards of the NYSE listing requirements for determining the independence of our Directors. The Board has determined that the following Director nominees meet those independence standards: Maria A. Crowe, Elizabeth A. Harrell, John A. Luke, Jr., Christopher L. Mapes, James F. Palmer, Ajita G. Rajendra, Joseph W. Ralston, Frank C. Sullivan, John M. Timken, Jr., and Jacqueline F. Woods. With respect to John M. Timken, Jr., the Board determined that his family relationship to Ward J. Timken, Jr. does not impair his independence. With respect to John P. Reilly, who served as a Director of the Company until the 2016 Annual Meeting of Shareholders, the Board determined that his service on the board of directors of TimkenSteel did not impair his independence after giving consideration to the transitional relationships between the companies that were put in place in connection with the Spinoff, including the commercial supply agreement for TimkenSteel to supply the Company with certain steel products and, therefore, also determined that Mr. Reilly met the Board’s independence standards.

Related Party Transactions Approval Policy

Our Directors and executive officers are subject to our Standards of Business Ethics, which require that any potential conflicts of interest, such as significant transactions with related parties, be reported to our General Counsel. Our Directors and executive officers also are also subject to the Timken Policy Against Conflicts of Interest, which requires that an employee or Director avoid placing himself or herself in a position in which his or her personal interests could interfere in any way with our interests. While not every situation can be identified in a written policy, the Timken Policy Against Conflicts of Interest does specifically prohibit the following situations:

In the event of any potential conflict of interest, pursuant to the charter of the Nominating and Corporate Governance Committee, the Standards of Business Ethics and the Timken Policy Against Conflicts of Interest, the Nominating and Corporate Governance Committee would review and, considering such factors as it deems appropriate under the circumstances, make a determination as to whether to grant a waiver to the policies for any such situation. Any waiver would be promptly disclosed to shareholders. Additionally, the Nominating and Corporate Governance Committee would review and approve or ratify any transaction required to be reported pursuant to Item 404(a) of RegulationS-K.S-K of the Securities and Exchange Act of 1934, as amended (the “1934 Act”).

Board and Committee Meetings

The Board of Directors has an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. During 2016,2017, there were seveneight meetings of the Board of Directors, eight meetings of its Audit Committee, threefive meetings of its Compensation Committee and three meetings of its Nominating and Corporate Governance Committee. All Directors attended 75% or more of the meetings of the Board and its committees on which they served that were held following each Director’s appointment to the Board and their respective committees. It is our policy that all members of

the Board of Directors attend the annual meeting of shareholders and, in 20162017, all members then serving attended the meeting. At each regularly-scheduledregularly scheduled meeting of the Board of Directors, the independent Directors also met separately in executive session.

DIRECTOR COMPENSATION

Cash Compensation

Each nonemployee Director who served in 2016 was paid at the annual rate of $80,000 for services as a Director. In addition to base compensation, the Lead Director receives an annual fee of $30,000 and the independent Chairman receives an annual fee of $100,000. The following fees were paid for serving on a committee of the Board in 2016.

Stock Compensation

Each nonemployee Director serving at the time of our 2016 Annual Meeting of Shareholders on May 10, 2016, received a grant of 3,585 restricted shares that vest after one year under The Timken Company 2011 Long-Term Incentive Plan, as amended and restated as of February 13, 2015 (the “Long-Term Incentive Plan”). Upon a Director’s initial election to the Board, each new nonemployee Director receives a grant of 2,000 restricted shares under the Long-Term Incentive Plan, which vestone-fifth annually. Dividends are paid in cash on restricted shares during the vesting period.

The Compensation Committee of the Board of Directors has adopted share ownership requirements for nonemployee Directors. As of December 31, 2016, all of our Directors other than Mr. Palmer had met their 2016 share ownership requirement of 8,000 shares. Mr. Palmer joined the Board in 2015. To better align with common market practice, as of January 1, 2017 the share ownership requirement was changed to five times the annual cash retainer of $80,000, or the equivalent of $400,000 of common shares. Directors must meet this requirement within five years of becoming a director.

Compensation Deferral

Any Director may elect to defer the receipt of all or a specified portion of his or her cash and/or stock compensation (other than restricted shares or options) in accordance with the provisions of the Director Deferred Compensation Plan, as amended and restated effective January 1, 2015 (the “Director Deferred Compensation Plan”). Pursuant to the Director Deferred Compensation Plan, cash fees can be deferred and paid at a future date requested by the Director. The amount will be adjusted based on the investment crediting option chosen by the Director, which options include interest earned quarterly at a rate based on the prime rate plus one percent or the total shareholder return of our common shares, with amounts paid either in a lump sum or in installments in cash. Stock compensation (other than restricted shares or options) can be deferred to a future date and paid either in a lump sum or installments and is payable in shares plus an amount representing dividend equivalents during the deferral period. Directors may elect to receive cash in an amount equal to the dividend equivalents or reinvest such amounts in Company shares.

2016 DIRECTOR COMPENSATION TABLE

The following table provides details of nonemployee Director compensation in 2016:Leadership Structure

As of December 31, 2016, unvested restricted shares were owned as follows:

BOARD LEADERSHIP STRUCTURE

The Board is led by independent Chairman John M. Timken, Jr., who was first elected to this position on May 13, 2014. In addition, the independent Directors have designated Joseph W. Ralston as Lead Director.

The Chairman oversees the planning of the annual Board calendar and, with the CEO, in consultation with the other Directors, schedules and sets the agenda for meetings of the Board and leads the discussions at such meetings and at executive sessions of the independent Directors. The Chairman also leads the Company’s annual meeting of shareholders and performs such other functions and

responsibilities as set forth in the Board of Directors General Policies and Procedures or as requested by the Board from time to time.

The Board’s preferred governance structure is to separate the roles of Chairman and CEO. With limited exceptions, these roles have been separate for over 80 years. While recognizing that there is no single, generally-acceptedgenerally accepted approach to providing Board leadership and that the Board’s leadership structure may vary in the future as circumstances warrant, the Board considers this balance of leadership between the two positions to be beneficial.

The Lead Director’s duties may include: (a) developing agendas for, and presiding over, the executive sessions of the independent Directors; (b) reporting the results of the executive sessions to the CEO and Chairman; (c) providing feedback as required to the other Directors on the issues discussed with the CEO and Chairman; (d) serving as a liaison with the CEO, Chairman and independent Directors; (e) presiding at all meetings of the Board at which the Chairman is not present; (f) approving information sent to the Board; (g) approving agendas for Board meetings;(h) approving Board meeting schedules to ensure that there is sufficient time for discussion of all agenda items; (i) calling meetings of the independent Directors; and (j)  ensuring that he or she is available for consultation and direct communications with major shareholders as appropriate.

RISK OVERSIGHTDirector Compensation

Directors who are not Timken employees receive an annual retainer fee, annual committee fees and an annual equity award. The independent Chairman, the Lead Director and each committee chairperson receive additional retainer fees. No employee Directors receive any additional compensation for their service as Directors.

Cash Compensation

Each nonemployee Director who served in 2017 was paid at the annual rate of $80,000 for services as a Director. In addition to base compensation, the Lead Director receives an annual fee of $30,000 and the independent Chairman receives an annual fee of $100,000. The following fees were paid for serving on a committee of the Board in 2017.

Equity Compensation

Each nonemployee Director serving at the time of our 2017 Annual Meeting of Shareholders on May 9, 2017 received a grant of 2,510 restricted shares that vest after one year under The Timken Company 2011 Long-Term Incentive Plan, as amended and restated as of February 13, 2015 (the “Long-Term Incentive Plan”). Upon a Director’s initial election to the Board, each new nonemployee Director receives a grant of 2,000 restricted shares under the Long-Term Incentive Plan, which vestone-fifth annually from the date of grant. Elizabeth A. Harrell received such a grant during 2017. Dividends are paid in cash on restricted shares during the vesting period or can be reinvested in shares.

Holding Requirement

The Compensation Committee of the Board of Directors primarily relies on its Audit Committeehas adopted share ownership requirements for oversightnonemployee Directors equal to five times the annual cash retainer of $80,000, or the equivalent of $400,000 worth of common shares. Directors must meet this requirement within five years of becoming a director of the Company’s risk management.Company. In determining whether the Director has met his/her individual ownership target, the Company considers shares owned by the Director, including restricted shares still subject to forfeiture. As of December 31, 2017, all of our Directors other than Mr. Palmer and General Harrell had met their

share ownership requirement. Mr. Palmer joined the Board in August 2015 and General Harrell joined the Board in August 2017 and they are both on track to achieve the ownership requirement within the five-year time frame.

Compensation Deferral

Any Director may elect to defer the receipt of all or a specified portion of his or her cash fees until a specified point in the future in accordance with the provisions of the Director Deferred Compensation Plan, as amended and restated effective January 1, 2015 (the “Director Deferred Compensation Plan”). The Audit Committee regularly reviews issues that present particular risksamount deferred can be invested in a cash fund or the Timken common share fund. The cash fund provides for interest to be earned quarterly at a rate based on the prime rate plus one percent. If invested in the Timken common share fund, Directors may elect to receive cash in an amount equal to the dividend equivalents or reinvest such amounts in Company including those involving competition, customer demands, economic conditions, planning, strategy, finance, salesshares.

2017 Director Compensation Table

The following table provides the compensation and marketing, products, information technology, facilities and operations, supply chain or legal matters. The full Board also reviews these issuesbenefits applicable to our nonemployee Directors for 2017:

As of December 31, 2017, unvested restricted shares were owned as appropriate. The Board believes that this approach, supported by our leadership structure, provides appropriate checks and balances against undue risk taking.follows:

AUDIT COMMITTEEBoard Committees

Audit Committee

We have a standing Audit Committee that has oversight responsibility with respect to our independent auditor and the integrity of our financial statements. The Audit Committee is composed of Frank C. Sullivan (Audit Committee Chairman), Elizabeth A. Harrell, Christopher L. Mapes, James F. Palmer, Ajita G. Rajendra and Joseph W. Ralston. Our Board of Directors has determined that each member of the Audit Committee is financially literate and independent as defined in the listing standards of the NYSE and the rules of the Securities and Exchange Commission (the “SEC”). Our Board of Directors has determined that Frank C. Sullivan and James F. Palmer qualify as Audit Committee financial experts.

The Audit Committee’s charter is available on the Corporate Governance section of our website atwww.timken.com/about/governance-documents.

AUDIT COMMITTEE REPORT

The AuditCompensation Committee has reviewed and discussed with management and our independent auditor the audited financial statements contained in our Annual Report on Form10-K for the fiscal year ended December 31, 2016. The Audit Committee has also discussed with our independent auditor the matters required to be discussed pursuant to Auditing Standard 1301, “Communications with Audit Committees,” as adopted by the Public Company Accounting Oversight Board.

The Audit Committee has received and reviewed the written disclosure and the letter from our independent auditor required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditor’s communications with the Audit Committee concerning independence, has discussed with our independent auditor such independent auditor’s independence, and has considered the compatibility ofnon-audit services with the auditor’s independence.

Based on the review and discussions referred to above, the Audit Committee recommended to our Board of Directors that the audited financial statements be included in our Annual Report on Form10-K for the fiscal year ended December 31, 2016, for filing with the SEC.

COMPENSATION COMMITTEE

We have a standing Compensation Committee that establishes and administers our policies, programs and procedures for compensating our senior management and Board of Directors. Members of the Compensation Committee are John A. Luke, Jr. (Compensation Committee Chairman), Maria A. Crowe, Christopher L. Mapes, James F. Palmer, Ajita G. Rajendra and Jacqueline F. Woods. Our Board of Directors has determined that all members of the Compensation Committee are independent as defined in the listing standards of the NYSE.

With the guidance and approval of the Compensation Committee, we have developed compensation programs for our executive officers, including the CEO and the other named executive officers namedincluded in the 20162017 Summary Compensation Table, that are intended to align the interests of our executives and shareholders; reward executive management for sustained, strong business and financial results; and enable us to attract, retain and motivate the best talent. The Compensation Committee determines specific compensation elements for the CEO and considers and acts upon recommendations made by the CEO regarding the other executive officers.

The agenda for meetings of the Compensation Committee is determined by its Chairman with the assistance of the Vice President – Compensation and Benefits. The meetings regularly are regularly attended by the Chairman of the Board, the CEO, Executive Vice President – Human Resources, General Counsel, and the Vice President – Compensation and Benefits. At each meeting, the Compensation Committee

meets in executive session. The Chairman of the Compensation Committee reports the Committee’s actions regarding compensation of executive officers to the full Board. Our Human Resources department supports the Compensation Committee in its duties and may be delegated certain administrative duties in connection with our compensation programs. The Compensation Committee has the sole authority to retain and terminate compensation consultants to assist in the evaluation of Director and executive officer compensation and the sole authority to approve the fees and other retention terms of any compensation consultants. The Compensation Committee has engaged Willis Towers Watson Public Limited Company (“Willis Towers Watson”WTW”), a global professional services firm, to conduct annual reviews of its compensation programs for executive officers and, fromtime-to-time, to review the compensation of Directors. Willis Towers WatsonWTW also provides information to the Compensation Committee on trends in executive compensation and other market data. In January 2016, WTW was created by the merger of Willis Group Holdings and Towers Watson. WTW (or its predecessor) has provided executive consulting services to the Compensation Committee and other professional consulting services to the Company for over 20 years.

With respect to Director compensation, as stated above, the Compensation Committee periodically engages Willis Towers WatsonWTW to conduct reviews of Director compensation, and the Committee may then recommend to the full Board of Directors changes in Director compensation that will enhance our ability to attract and retain qualified Directors.

In January 2016, Willis Towers Watson was created by the merger of Willis Group Holdings and Towers Watson. Towers Watson (or its predecessor) had provided executive consulting services to the

Compensation Committee and other professional consulting services to the Company for over 20 years. During fiscal 2016, Willis Towers Watson2017, WTW was paid $200,000$226,000 for the executive and director compensation consulting services it provided to the Compensation Committee. Other professional consulting services provided by Willis Towers WatsonWTW to the Company, which were requested by management, not approved by the Compensation Committee or the Board and not related to executive compensation, totaled approximately $2.3$2.5 million for actuarial, pension administration and other services to us and our benefit plans (including health benefits, broad-based compensation, human capital, investment advisory and international consulting). Of the $2.3$2.5 million in fees incurred in 20162017 for other professional consulting services, approximately $0.6$1.95 million related toone-time costs incurred in connection with the purchase of two group annuity contracts for the payment and administration of future pension benefits for certain retirees, and approximately $1.5 million was related to trust administration retirement consulting and outsourcing pension administrative services.

The Compensation Committee has concluded that the advice it receives from Willis Towers WatsonWTW continues to be objective, unbiased and independent. The Compensation Committee’s careful oversight of the relationship with Willis Towers WatsonWTW with respect to compensation advice mitigates the possibility that management potentially could potentially misuse the actuarial engagement to influence Willis Towers Watson’sWTW’s compensation work for the Compensation Committee. The Compensation Committee annually reviews the charges to the Company from Willis Towers WatsonWTW for executive and director compensation advice and other services for the preceding three years, along with an estimate of services for the coming year. Additionally, Willis Towers WatsonWTW has adopted internal safeguards to ensure that its executive compensation unit is maintained separately from its actuarial business.

The Compensation Committee has assessed the independence of Willis Towers Watson,WTW, as required under the NYSE listing standards.standards of the NYSE. The Compensation Committee also has also considered and assessed relevant factors that could give rise to a potential conflict of interest with respect to Willis Towers Watson.WTW, specifically including the six consultant independence factors under Rule10C-1(b)(4)(i) through (vi) under the 1934 Act. Based on this review, we are not aware of any conflict of interest that has been raised by the work performed by Willis Towers Watson.WTW.

The Compensation Committee also plays an active role in our executive officer succession planning process. The Compensation Committee meets regularly with senior management to ensure that an effective succession process is in place and to discuss potential successors for executive officers. As part of this process, executive officer position profiles are updated to highlight the key skills required to meet future demands, and potential successors are evaluated and development plans are reviewed. At the end of each year, the Compensation Committee reviews the performance of the executive officers and potential successors. The Compensation Committee’s succession planning activities are discussed with the full Board in executive session.

The Compensation Committee’s charter is available on the Corporate Governance section of our website atwww.timken.com/about/governance-documents. For more information regarding the role of

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed

management and discussed the Compensationcompensation consultants in determining or recommending the amount or form of executive compensation, see “Compensation Discussion and Analysis (the “CD&A”)– Determining Compensation for the year ended December 31, 2016 with our management. Following the review2017” on page 33.

Nominating and discussion referred to above, the CompensationCorporate Governance Committee recommended to our Board, and our Board approved, the inclusion of the CD&A in our Annual Report on Form10-K for the fiscal year ended December 31, 2016 and this Proxy Statement for filing with the SEC.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

We have a standing Nominating and Corporate Governance Committee that is responsible for, among other things, evaluating new Director candidates and incumbent Directors and recommending Directors to serve as members of our Board committees. Members of the Nominating and Corporate Governance Committee are Joseph W. RalstonMaria A. Crowe (Nominating and Corporate Governance Committee Chairman)Chair), MariaElizabeth A. Crowe,Harrell, John A. Luke, Jr., Joseph W. Ralston, Frank C. Sullivan and Jacqueline F. Woods. Our Board of Directors has determined that all members of the Nominating and Corporate Governance Committee are independent as defined in the listing standards of the NYSE.

The Board of Directors General Policies and Procedures provide that the general criteria for Director candidates include, but are not limited to, the highest standards of integrity and ethical behavior, the ability to provide wise and informed guidance to management, a willingness to pursue thoughtful, objective inquiry on important issues before the Company, and a range of experience and knowledge commensurate with our needs as well as the expectations of knowledgeable investors.

The Nominating and Corporate Governance Committee utilizes a variety of sources to identify possible Director candidates, including search firms, professional associations and Board member recommendations. In evaluating candidates to recommend to the Board of Directors, the Nominating and Corporate Governance Committee considers factors consistent with those set forth in the Board of Directors General Policies and Procedures, including whether the candidate enhances the diversity of the Board. Such diversity includes professional background and capabilities, knowledge of specific industries and geographic experience, as well as the more traditional diversity concepts of race, gender and national origin. The attributes of the current Directors and the needs of the Board and the Company are evaluated whenever a Board vacancy occurs, and the effectiveness of the nomination process, including whether that process enhances the Board’s diversity, is evaluated each time a candidate is considered. The Nominating and Corporate Governance Committee also is also responsible for reviewing the qualifications of, and making recommendations to the Board of Directors for, Director nominations submitted by our shareholders. All Director nominees are evaluated in the same manner by the Nominating and Corporate Governance Committee, without regard to the source of the nominee recommendation.

The Nominating and Corporate Governance Committee also plans for Director succession. The Committee regularly reviews the appropriate size of the Board and whether any vacancies are expected due to retirement or otherwise. In the event that vacancies are anticipated or otherwise arise, the Committee considers potential Director candidates in accordance with the factors and criteria outlined above.

The Nominating and Corporate Governance Committee’s charter is available on the Corporate Governance section of our website atwww.timken.com/about/governance-documents.

Our code of business conduct and ethics, called the “Standards of Business Ethics,” and our corporate governance guidelines, called the “Board of Directors General Policies and Procedures,” are reviewed annually by the Nominating and Corporate Governance Committee and are available on the Corporate Governance section of our website atwww.timken.com/about/governance-documents.

Shareholder-Recommended Director Candidates

Director candidates recommended by our shareholders will be considered by the Nominating and Corporate Governance Committee in accordance with the criteria outlined above. In order for a shareholder to submit a recommendation, the shareholder must deliver a communication by registered mail or in person to the Nominating and Corporate Governance Committee, c/o The Timken Company, 4500 MountMt. Pleasant Street NW, North Canton, Ohio 44720. Such communication should include the proposed candidate’s qualifications, any relationship between the shareholder and the proposed

candidate, and any other information that the shareholder considers useful for the Nominating and Corporate Governance Committee to consider in evaluating such candidate.

Shareholder-Nominated Director Candidates

Our Amended Regulations provide a “proxy access” right to permit any shareholder or a group of up to 20 shareholders owning 3% or more of the voting power entitled to vote in the election of Directors continuously for at least three years to nominate and include in our proxy materials Director nominees for election to the Board. A shareholder or shareholders, as applicable, can nominate up to the greater of (i) 20% of the total number of Directors on the Board, rounding down to the nearest whole number, and (ii) two Directors in accordance with the requirements set forth in our Amended Regulations. Under our Amended Regulations, requests to include shareholder-nominated candidates for Director in our proxy materials must be received no earlier than 150 days and no later than 120 days before the anniversary of the date that we issued our Proxy Statement for the previous year’s annual meeting of shareholders. Requests to include shareholder-nominated candidates for Director in our proxy materials related to the 20182019 Annual Meeting of shareholdersShareholders must be delivered by certified mail, return receipt requested, to our Secretary, c/o The Timken Company, 4500 Mt. Pleasant Street NW, North Canton, Ohio 44720, no earlier than October 18, 201719, 2018 and no later than November 17, 201719, 2018 in order to be timely. The summary of this “proxy access” right set forth above is qualified in its entirety by our Amended Regulations.

Corporate Governance Highlights

The Nominating and Corporate Governance Committee regularly reviews trends and recommends best practices, initiates improvements, and plays a leadership role in maintaining the Company’s strong corporate governance structure and practices. Among the practices the Nominating and Corporate Governance Committee believes demonstrate the Company’s commitment to strong corporate governance are the following:

Additional information about the Company’s corporate governance structure and practices can be found in the Board of Directors General Policies and Procedures, our Amended Regulations and our Amended Articles of Incorporation.

Risk Oversight

The Board of Directors primarily relies on its Audit Committee for oversight of the Company’s risk management. The Audit Committee regularly reviews issues that present particular risks to the Company, including those involving competition, customer demands, economic conditions, planning, strategy, finance, sales and marketing, product technology, innovation, information technology and cybersecurity, facilities and operations, supply chain and legal matters. The full Board also reviews these issues as appropriate. The Board believes that this approach, supported by our leadership structure, provides appropriate checks and balances against undue risk taking.

Shareholder Communications

Shareholders or interested parties may send communications to the Board of Directors, to any standing committee of the Board, or to any Director, in writing c/o The Timken Company, 4500 Mt. Pleasant Street NW, North Canton, Ohio 44720. Shareholders or interested parties also may submit questions, concerns or reports of misconduct through the Timken Helpline at1-800-846-5363 and may remain anonymous. Communications received may be reviewed by the office of the General Counsel to ensure appropriate and careful review of the matter.

BENEFICIAL OWNERSHIP OF COMMON STOCKSHARES

The following table shows, as of January 2, 2017,1, 2018, the beneficial ownership of our common shares by each Director, nominee for Director and executive officer named in the 20162017 Summary Compensation Table on page 3648 of this Proxy Statement, and by all Directors, nominees for Director and executive officers as a group. Beneficial ownership of our common shares has been determined for this purpose in accordance with Rule13d-3 under the Securities Exchange1934 Act of 1934 and is based on the sole or shared power to vote or direct the voting or to dispose or direct the disposition of our common shares. Beneficial ownership as determined in this manner does not necessarily bear on the economic incidents of ownership of our common shares.

  * Percent of class is less than 1%.

  (1)    The following table provides additional details regarding beneficial ownership of our common shares:

(a)

Includes shares that the individual named in the table has the right to acquire on or before March 2, 20171, 2018 through the exercise of stock options or the vesting of time-based restricted stock units pursuant to the Long-Term Incentive Plan. Including those listed, all Directors, nominees for Director, and executive officers as a group have the right to acquire 1,277,3001,208,751 shares on or before March 2, 20171, 2018 through the exercise of stock options or the vesting of time-based restricted stock units pursuant to the Long-Term Incentive Plan. These shares have been treated as outstanding for the purpose of calculating the percentage of the class beneficially owned by such individual or group, but not for the purpose of calculating the percentage of the class owned by any other person.

The following table gives information known to us about each beneficial owner of more than 5% of our common shares as of January 2, 2017,1, 2018, unless otherwise indicated below.

There are no voting agreements or other arrangements among the members of the Timken family regarding the 9,435,2139,811,759 common shares and, accordingly, the members of the Timken family shall not be deemed a “group” for purposes of Rule13d-3 under the Securities Exchange1934 Act of 1934 with respect to such shares. Accordingly, each member of the Timken family disclaims beneficial ownership of any of our common shares as to which such member does not have sole or shared voting or investment power.

power over 5,240,002 common shares and the sole investment power over 5,430,139 common shares.

PROPOSAL NO. 2: SHAREHOLDER ADVISORY VOTE TO

APPROVE OUR NAMED EXECUTIVE OFFICER

COMPENSATION

We believe that our compensation programs for our named executive officers:

As required under the Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the 1934 Act, we are asking you to approve, on an advisory(non-binding) basis, the following resolution at our 2018 Annual Meeting of Shareholders:

RESOLVED, that the compensation of the named executive officers as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and any related material disclosed in this Proxy Statement, is hereby APPROVED.

As an advisory vote, this resolution is not binding on us. However, the Compensation Committee, which is responsible for designing and administering our executive compensation program, values the opinions expressed by our shareholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for our named executive officers. We currently are conducting this advisory vote, commonly known as a“say-on-pay” vote, every year and expect to hold the nextsay-on-pay vote in connection with our 2019 Annual Meeting of Shareholders.

The affirmative vote of a majority of the votes cast on this matter is necessary for approval of this resolution. Abstentions and brokernon-votes will not be counted for determining whether this resolution is approved.

THE BOARD OF DIRECTORS RECOMMENDS A VOTEFOR APPROVAL, ON AN ADVISORY BASIS, OF OUR NAMED EXECUTIVE OFFICER COMPENSATION.

COMPENSATION DISCUSSION AND ANALYSIS

TABLE OF CONTENTS

Executive Summary

OurThis section provides a summary of our executive compensation programsprogram, key compensation decisions, and performance targets and results for our incentive plans in which our named executive officers participated for the year ending December 31, 2017. For 2017, our named executive officers (or “NEOs”) were:

Ms. Cheverine was hired as our new Executive Vice President, General Counsel and Secretary effective as of May 30, 2017. Mr. Burkhart resigned from his position as Executive Vice President, General Counsel and Secretary effective as of May 29, 2017 and remained employed by the Company as an advisor until August 11, 2017.

Executive Compensation Philosophy

We design our executive compensation plans and program to help us attract, motivate, reward and retain highly qualified executives who are designed to rewardcapable of creating and sustaining value for our executives for delivering exceptional performance and building shareholder value.shareholders over the long term. The structure of our programs enables us to provide a competitive total rewardscompensation and benefits package while aligning senior executive interests towith those of our shareholders. The following chart highlights the key considerations behind the development, review and approval of the compensation for our executive officers named in the 2016 Summary Compensation Table (our named executive officers, or “NEOs”):NEOs:

20162017 Performance

Despite challenging markets in 2016, the Company delivered strong performance and advanced its strategy, which remains focused on outgrowing markets, driving operational excellence initiatives and deploying capital effectively.

TheTimken performed well in 2017, both year-over-year and as compared against the global bearing industry and its industrial peers. We profitably grew the Company ended 2016 with sales of $2.7 billion and net incomein 2017, increasing revenue 12.5% to $3 billion. We achieved earnings per diluted share of $1.92. We generated net cash$2.58 and adjusted earnings per diluted share of $2.632, up approximately 45% and approximately 23%, respectively, from operations of $402 million in 2016 (up from $375 million in 2015), and returned approximately $82 million through dividends to our shareholders. In addition, we repurchased 3.1 million shares, or nearly four percent of our outstanding shares.the prior year.   We took stepsachieved these results through the disciplined execution of our strategy, which is focused on driving organic growth in our core business by leading in product technology, innovation and customer service; improving our business performance and expanding margins through operational excellence initiatives; and deploying our cash flow and capital to advance DeltaX, a multi-year initiative designed to accelerate product development and productdrive strong returns for our investors.

In 2017, we strengthened our global leadership position in tapered roller bearings and grew our offering in industrial bearings. We also significantly expanded our mechanical power transmission portfolio and geographic reach, completing three acquisitions during the year. The acquisitions of Torsion Control Products, Groeneveld Group and PT Tech advanced our position in industrial couplings and lubrication systems and introduced industrial clutches and brakes to the Timken portfolio. Our majority-owned subsidiary, Timken India Ltd., also entered into a definitive agreement to acquire ABC Bearings Ltd. to strengthen our position in the growing India bearing market. This transaction is expected to close in the first half of 2018.

line expansion, with new applicationsOur commitment to creating long-term shareholder value is reflected in our disciplined approach to capital allocation. In 2017, the Company generated net cash from operations of $236.8 million and products as well as additional sales and engineering resources. We drove operational performance with $100returned approximately $83 million through dividends. In addition, we repurchased nearly 1 million shares, or approximately 1.2% of our outstanding shares; invested approximately $105 million in costs savingscapital expenditures to grow and advancedimprove our manufacturing footprint. And we acquiredbusiness; and spent approximately $350 million on three acquisitions. The approach has created shareholder value by delivering a TSR of 26.8% in 2017, higher than the EDTS&P 500 index and Lovejoy businesses.

The increase inonly slightly below our stock price during 2016 resulted in a total shareholder return of 43.2% forpeer median over the year (2.9%, 10.0%, and 9.1% over three, five and tensame period. Over the past 10 years, respectively).

Despite this strong performance, results did not meetour average annual TSR exceeds both the goals set forth in our compensation plans. Our performance, as measured by the financial and operational metrics discussed in this CD&A, resulted in incentive plans for our named executive officers paying below target levels. See page 29 for details on annual incentive award decisions, and the “2016 Long-Term Incentive Decisions” section on page 31 for details on long-term incentive award payouts. Overall, executive compensation for 2016 reflects our compensation objectivesS&P 500 index and our operating performance, demonstrating a long-standing commitment to paypeer median. Additionally, we increased and paid out our executives based upon382^nd consecutive quarterly dividend, continuing one of the performance they deliver.longest active streaks on the NYSE. We also improved our ROIC year-over-year.

*Total Shareholder Return for the Company was calculated on an annualized basis, assumes quarterly reinvestment of dividends and takes into account the value of TimkenSteel common shares distributed in the Spinoff on June 30, 2014.Spinoff.

**See page 2532 for the companies that are included in the compensation peer group for 2016.2017.

Our above-target annual cash incentive compensation plan payout for 2017 reflects Timken’s accomplishments and strong performance for the year, as measured by the financial and operational metrics discussed throughout the Compensation Discussion & Analysis (“CD&A”). Our below-target payout for 2015-2017 performance-based restricted stock units reflects challenging markets and below target performance in 2015 and 2016, partially offset by improved performance in 2017. See page 38 for details on annual cash incentive award decisions, and the“2017 Long-Term Incentive Decisions” section on page 40 for details on long-term incentive award payouts. Overall, executive compensation for 2017 reflects our compensation objectives and our strong operating performance, demonstrating a long-standing commitment to pay our executives based upon the performance they deliver.

2017 Compensation Decisions and Actions

Program Updates Implemented at the Beginning of 20162017		Adoption of Compensation Peer Group Beginning in 2016, the Compensation Committee used compensation data from a newly-defined peer group in conjunction with broad general industry survey data when evaluating the competitiveness of the Company’s pay programs and making decisions on compensation levels.
Key 2016 Compensation Decisions (see page 28 for details)		The compensation decisions outlined below demonstrate our strong, sustained commitment to paying for performance. Base Salary
		●		CEO: Mr. Kyle did not receive a base salary increase in 2016. His last base salary increase was in May 2014 to reflect his appointment as President and CEO.
		●		Other NEOs: Mr. Myers was named Vice President, Human Resources in June 2016. In recognition of his new role, he received a base salary increase of 7% in June 2016. None of the other NEOs received a base salary increase in 2016.
		Annual Incentive Based on the Company’s 2016 performance, annual incentive awards were paid at 48% for the NEOs, reflecting below-target performance for this time period and the exercise of negative discretion by the Compensation Committee to align incentive payments for the NEOs with the payouts under the Company’s broad-based annual incentive plan. For additional details, see the “Annual Incentive” section on page 29.
		Long-Term Incentives The NEOs received target grants of nonqualified stock options, time-based restricted stock units and performance-based restricted stock units in 2016, with values ranging from approximately $260,000 to $4.2 million.
2017 Program Updates		2017 Compensation Peer Group   For fiscal year 2017, we removed Lincoln Electric Holdings, Inc. (“Lincoln Electric”) and Joy Global Inc. (“Joy Global”) from our compensation peer group and replaced them with Carlisle Companies Incorporated and Dana Incorporated. Joy Global was removed due to the announcement that it was expected towould be acquired by Komatsu Ltd. and Lincoln Electric was removed because Mr. Mapes, a member of our Compensation Committee, is the Chairman, President and Chief Executive Officer of Lincoln Electric.   Stock Ownership Guidelines   To better align with common market practice, as of January 1, 2017, the design of the share ownership requirement was revised so that an individual needs to hold a multiple of the cash retainer for Directors and a multiple of base salary for NEOs.NEOs (rather than a fixed share ownership requirement).
Key 2017 Compensation Decisions   (see page36 for details)		The compensation decisions outlined below demonstrate the multiple factors guiding our compensation decisions. Base Salary ●CEO: Mr. Kyle did not receive a base salary increase in 2017. His last base salary increase was in May 2014 to reflect his appointment as President and CEO of the Company. ●Other NEOs: Mr. Fracassa received a base salary increase of 3% in March 2017. Mr. Myers was appointed to Executive Vice President, Human Resources in November 2017 and he received base salary increases totaling 20% in 2017 to align him more closely with the market and to reflect his promotion. Mr. Coughlin and Mr. Burkhart did not receive a base salary increase in 2017. Ms. Cheverine’s initial base salary was determined by considering market data for her role as well as her past experience. Annual Cash Incentive Based on the Company’s 2017 performance, annual cash incentive awards were paid at 136.8% for the NEOs, reflecting above-target performance for this time period and the exercise of negative discretion by the Compensation Committee to align incentive payments for the NEOs with the payouts under the Company’s corporate annual cash incentive plan.

		For additional details, see the “Annual Cash Incentive” section on page 37. Long-Term Incentives The NEOs received target grants of nonqualified stock options, time-based restricted stock units and performance-based restricted stock units in 2017, with values ranging from approximately $0.4 million to $4.2 million. Performance-based restricted stock units (which are based on ROIC and earnings per share (“EPS”) performance), were earned at 55.2% of target for the 2015-2017 performance period.
2018 Program Updates		●  Eliminated the financial planning allowance for NEOs. ●  Added earnings before interest and taxes (“EBIT”) margin to the annual cash incentive plan as a third metric to shift weight from quantity of earnings to quality of earnings. ●  Shifted weighting from EPS to ROIC in the long-term incentive plan to increase emphasis on return on invested capital.

CEO PayAt-A-Glance

Aligning Pay with Performance

The Company uses a balance of short- and long-term incentives as well as cash andnon-cash compensation to meet these objectives. The elements of executive compensation provided to our NEOs for 20162017 consisted of base salary, annual incentives,cash incentive, long-term incentives including nonqualified

stock options, time-based restricted stock units, and performance-based restricted stock units retirement programs and other employee benefits. Our compensation programs areprogram is designed to link pay and performance.

The Company’s incentive compensation programsprogram for executives areis designed to link compensation with the full spectrum of our business goals, some of which are short-term,short term, while others take several years or more to achieve:

		Short-Term (Cash)   Annual Incentive*		Long-Term (Equity)   Performance- Based Restricted Stock Units		Long-Term (Equity)   Time-Based Restricted Stock Units Units		Long-Term (Equity)   Nonqualified Stock Options
Objective		Short-term operational business priorities		Long-term strategic financial goals and shareholder value creation		Long-term shareholder value creation		Long-term shareholder value creation
Time Horizon and 2017 Metrics		Long-term shareholder value creation		Long-term shareholder value creation
Time Horizon and 2016 Metrics		1 Year 80% Adjusted EBIT 20% Working capital as a percentage of sales		3 Years 80% Adjusted EPS 20% ROIC		4 Years Year vesting period (1/4 per year)		4 Year vesting period (1/4 per year) and 10 Years Year exercise period

*See “Annual Cash Incentive” section on page 2937 for more details.

Other key features of our executive compensation program include:

award. In such cases, the Compensation Committee has discretion, based on applicable facts and circumstances, to cause the Company to recover all or any portion of the incentive paid or payable to the executive for some or all of the years covered by the restatement.

We also eliminated excise taxgross-ups for new participants in our executive compensation program and discontinued the use of Excess Benefit Agreements under the Supplemental Pension Plan of the Company for new entrants. In 2015, we discontinued excise taxgross-ups in NEO severance agreements. All of our NEOs now have severance agreements without excise taxgross-ups.

Consideration of 20162017Say-on-Pay Vote

In evaluating the design of our executive compensation programs and the specific compensation decisions for each of our NEOs, the Compensation Committee considers shareholder input, including the advisory“say-on-pay” vote at our annual meeting, in addition to other factors. In 2016,2017, over 95.9%97% of the votes cast approved the compensation for our NEOs described in our Proxy Statement for the 20162017 Annual Meeting of Shareholders. Due to the strong level of shareholder support and the absence of specific shareholder concerns, the Compensation Committee determined that no substantive changes to our compensation programs were warranted.

Determining Compensation for 20162017

Role of the Compensation Committee

Each year, the Compensation Committee determines the appropriate level of compensation for our NEOs. As part of this process, the Compensation Committee reviews all of the components of compensation for the NEOs and determines if each individual’s total compensation is reasonable and consistent with the Company’s compensation philosophy. The Compensation Committee reviews each component of compensation individually, references the median (50th) percentile of the competitive market data (25^th to 75^th percentile) for total direct compensation and, after consideration of additional factors (the(e.g. the executive’s responsibilities, experience level, tenure and performance in the position), may make adjustments to any element of an executive’s compensation in establishing such executive’s total direct compensation.

The Compensation Committee then approves, with any modifications it deems appropriate, base salary ranges, target annual cash incentive award opportunities and long-term incentive grants for the Company’s NEOs. The amount of past compensation realized or potentially realizable has not directly impacted the level at which current and long-term pay opportunities have been set, though the Compensation Committee may consider this information in its deliberations.

In the course of this analysis and development of proposed total compensation packages, Willis Towers Watson,WTW, the Compensation Committee’s external compensation consultant, reviews the relevant information and discusses its findings with the Compensation Committee.

The compensation package for the CEO is determined by the Compensation Committee and approved by the independent members of the Board during executive session.

Role of the CEO and Management

The CEO, in consultation with executive compensation leadership and Willis Towers Watson,WTW, prepares compensation recommendations for the NEOs (other than the CEO) and presents these recommendations to the Compensation Committee. These recommendations are based on the CEO’s personal review of each NEO’sNEOs performance, job responsibilities and importance to our overall business strategy, as well as our compensation philosophy. Although these recommendations are given significant weight, the Compensation Committee retains full discretion when determining compensation for NEOs.

As part of this process, each element of compensation provided to the NEOs is compared to general market data and peer group data and the total compensation package is considered in relation to the target established for the position, taking into account the scope of responsibilities for the particular position. Total direct compensation (base salary, annual cash incentives and long-term incentive grants) also is also evaluated in relation to the total compensation of comparable positions derived from the general market data, peer group data, as well as internal equity considerations.

The compensation package for the CEO is determined by the Compensation Committee and approved by the independent members of the Board during executive session.

Role of the Compensation Consultant

To add rigor in the review process and to inform the Compensation Committee of market trends, the Compensation Committee engages the services of Willis Towers Watson,WTW, an independent executive compensation consultant, to analyze our executive compensation structure and plan designs, and to assess whether the compensation program is competitive and supports the Compensation Committee’s goal to align the interests of executive officers with those of shareholders. Willis Towers WatsonWTW also provides the Compensation Committee with market data, which the Compensation Committee references when determining compensation for executive officers.

In 2016, Willis Towers Watson’s2017, WTW’s primary areas of assistance to the Compensation Committee were:

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Reviewing information developed by management for the Compensation Committee and providing its input on such information to the Compensation Committee;

The Compensation Committee has authorized Willis Towers WatsonWTW to interact with the Company’s management, as needed, on behalf of the Compensation Committee.

The Compensation Committee has the sole authoritywith respect to approve the independent compensation consultant’s fees and terms of the engagement. Thus, the Compensation Committee annually reviews its relationship with, and assesses the independence of, Willis Towers Watson to ensure executive compensation consulting independence. The process includes a review of the services Willis Towers Watsonmatters. WTW also provides the quality of those services, and fees associated with the services during the fiscal year. During fiscal year 2016, Willis Towers Watson received $200,000 for the executive compensation consulting services it provided to the Compensation Committee. Other professional consulting services provided by Willis Towers Watson to our Company totaled approximately $2.3 million for actuarial, pension administration and other services to us and our benefit plans (including health benefits, broad-based compensation, human capital and international consulting). Of the $2.3 million in fees incurred in 2016 for other professional consulting services, approximately $0.6 million relatedCompany, which are unrelated toone-time costs incurred in connection with the purchase of a group annuity contractwork that WTW provides to the Compensation Committee. The WTW consultants who advise the Compensation Committee are different from the WTW employees who perform work for the payment and administration of future pension benefits for certain retirees and for administration relatedCompany in other areas. In order to a lump sum pension benefit offering, and approximately $1.5 million relatedmaintain independence, WTW has adopted internal safeguards to retirement consulting and outsourcing pension administrative services. Theensure that its executive compensation unit, which provides support to the Compensation Committee, has also consideredis maintained separately from its other business units, which provides advice to the Company’s management. For more information regarding fees paid to WTW by the Company in 2017 and assessed all relevant factorsthe Compensation Committee’s assessment that could give rise to a potentialthere is no conflict of interest with respect toin the work performed by Willis Towers Watson. Based on this review,WTW with respect to executive compensation, see page 18 of the Compensation Committee did not identify any conflict of interest raised by the work performed by Willis Towers Watson.Proxy Statement.