Shareholders Approve CalSTRS’ Proposal to Unlock Shareholder Value at The
Timken Company Through the Separation of Its Steel and Bearings Businesses
Vote Makes Clear That Shareholders Want The Timken Board To Act
SAN DIEGO -- May 7, 2013
With today’s shareholder approval of the California State Teachers Retirement
System (“CalSTRS”) proposal to unlock value at The Timken Company (“Timken or
the “Company”) through the separation of the Company’s Steel and Bearings
businesses, the Board must now acquiesce to the will of the shareholders
consistent with their fiduciary duties.
Of the votes cast at the annual meeting, it appears that the CalSTRS proposal
received at least 65% of the independent, or non-affiliated shares voted—a
significant majority. In addition, including Board members and those
affiliated with the Timken family, the proposal received 53% of the votes
cast—a clear majority.
CalSTRS Director of Corporate Governance Anne Sheehan said, “Passage of
CalSTRS’ proposal is the beginning of an important strategic shareholder
effort to ensure that the Timken Board moves expeditiously to unlock
shareholder value through the separation of the Company’s Steel and Bearings
businesses. Should the Board request our input in bringing about this
separation to unlock stockholder value, CalSTRS and Relational stand ready to
work with the Board in achieving this priority.”
Ralph Whitworth, founder and principal of Relational, said, “Shareholders have
made it clear that they want the true investment value of Timken’s businesses
to be properly realized, and that the Company’s conglomerate structure, which
has proven to be an ongoing impediment, must be eliminated. Separating the
Company’s two incongruent businesses is the right course for maximizing the
potential of the Steel and Bearings businesses over the long term.”
Today’s vote speaks to the power and importance of shareholders exercising
their rights to impress their views upon the companies in which they invest.
The vote for the CalSTRS proposal both overcomes a substantial inside
ownership block of at least 17% and makes clear that such inside blocks can no
longer be taken for granted as an effective deterrent to simply thwart
meaningful shareholder activism.”
The passage of the Proposal confirms the recommendation and comprehensive
analysis undertaken by the nation’s two foremost independent proxy advisory
firms, ISS and Glass Lewis, and reflects the overwhelming sentiment of the
CalSTRS and Relational will hold a conference call for members of the media
today at 12:00 p.m. ET. The call can be accessed by dialing (877) 803-5699 and
conference ID # 69382770.
About Relational Investors LLC:
Relational Investors LLC, founded in 1996, is a privately held, multi-billion
dollar asset management firm and registered investment adviser. Relational
invests in publicly traded companies that it believes are undervalued in the
marketplace. The firm seeks to engage the management, board of directors, and
shareholders of its portfolio companies in a productive dialogue designed to
build a consensus for positive change to improve shareholder value.
About the California State Teachers Retirement System: The California State
Teachers’ Retirement System, with a portfolio valued at $163.7 billion as of
March 31, 2013, is the largest educator-only pension fund in the world.
CalSTRS administers a hybrid retirement system, consisting of traditional
defined benefit, cash balance and voluntary defined contribution plans, as
well as disability and survivor benefits. For 100 years, CalSTRS has served
California's public school educators and their families, who now number
862,000 from the state’s 1,600 school districts, county offices of education
and community college districts.
Kekst and Company
Robert Siegfried/Daniel Yunger/Donald C. Cutler
212-521-4800 or 415-852-3903
Okapi Partners LLC
Bruce H. Goldfarb/Charles W. Garske/Geoffrey Sorbello
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