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 Business Wire 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 investment marketplace. 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. Contact: Media: Kekst and Company Robert Siegfried/Daniel Yunger/Donald C. Cutler 212-521-4800 or 415-852-3903 Investors: Okapi Partners LLC Bruce H. Goldfarb/Charles W. Garske/Geoffrey Sorbello 212-297-0720 firstname.lastname@example.org
Shareholders Approve CalSTRS’ Proposal to Unlock Shareholder Value at The Timken Company Through the Separation of Its Steel
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