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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

 

 

 

Date of Report (Date of earliest event reported):

May 4, 2022

 

img190632602_0.jpg 

 

 

 

 

TIMKENSTEEL CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

 

 

Ohio

 

1-36313

 

46-4024951

(State or Other Jurisdiction of Incorporation)

 

(Commission File Number)

 

(I.R.S. Employer Identification No.)

 

 

 

 

1835 Dueber Avenue, SW, Canton, OH 44706

(Address of Principal Executive Offices) (Zip Code)

 

(330) 471-7000

(Registrant's Telephone Number, Including Area Code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

 

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Shares, without par value

TMST

New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 


 

Item 5.07

Submission of Matters to a Vote of Security Holders

 

At the Annual Meeting held on May 4, 2022, shareholders elected to three-year terms each of the four directors nominated by the Board. The shareholders also ratified the selection of Ernst & Young LLP as the Company’s independent auditor for the year ending December 31, 2022 and approved, on an advisory basis, the compensation of the Company’s named executive officer. The final voting results from the Annual Meeting are as follows:

 

Proposal 1 - Election of four Directors to serve a three-year term expiring at the 2025 annual meeting

Nominee

For

Withheld

Broker Non-Votes

Diane C. Creel

30,064,131

1,260,973

8,715,840

Kenneth V. Garcia

31,203,731

121,373

8,715,840

Ellis A. Jones

31,141,120

183,984

8,715,840

Donald T. Misheff

28,913,644

2,411,460

8,715,840

Proposal 2 - Ratification of the selection of Ernst & Young LLP as the Company's Independent auditor for the fiscal year ending December 31, 2022

For

Against

Abstain

39,844,450

151,760

44,734

Proposal 3 - Approval, on an advisory basis, of the compensation of the Company’s named executive officers

For

Against

Abstain

Broker Non-Votes

29,816,458

1,246,971

261,670

8,715,845

 

 

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

 

 

 

 

TIMKENSTEEL CORPORATION

 

 

 

 

Date: May 5, 2022

By:

/s/ Kristine C. Syrvalin

 

 

 

Kristine C. Syrvalin

 

 

 

Executive Vice President, General Counsel and Secretary

 

 

 


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