TIMKEN CO

The proposal requests that the company amend its governing documents to permit holders of a combined 10% of outstanding common stock — or the lowest percentage allowed under state law — to call a special shareholder meeting, and to allow such meetings to be held online. It also asks that no ‘‘poison pill’’ type requirement be imposed that would require shareholders to hold shares for a minimum period in order to participate in calling a meeting. The proponent frames the change as a shareholder-rights measure to enable more timely shareholder action when the company underperforms or in response to adverse developments, and cites recent operational and financial challenges as context. The proposal emphasizes that special meetings called by shareholders are rare in practice and that a 10% threshold would not be unduly easy to meet.