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Part II: Corporate Governance (Module 6C) Download the proxy statement for the 2019 annual shareholder meeting of The Timken Co.: https://www.sec.gov/Archives/edgar/data/98362/000119312519082712/d616071ddef14a. htm The meeting
Part II: Corporate Governance (Module 6C) Download the proxy statement for the 2019 annual shareholder meeting of The Timken Co.: https://www.sec.gov/Archives/edgar/data/98362/000119312519082712/d616071ddef14a. htm The meeting included a vote on an outside shareholder's proposal "to require that the Chair of the Board of Directors be independent." This proposal, along with the outside shareholder's supporting statement and management's statement in opposition, appears on pages 75-76. Timken's Board Chair since its 2014 separation from TimkenSteel has been John M. Timken Jr., great-grandson of the company's founder: https://www.timken.com/about/board-of-directors/john-m-timken-jr/ In opposing the shareholder proposal, the company wrote, "John M. Timken Jr. meets all of the independence requirements of the New York Stock Exchange listing standards, and the Board itself has determined that he has no relationships that impair his independence." Various information about Mr. Timken's career, ownership in the company, and history on the Timken board can be found throughout the proxy statement, and you should feel free to do further research on your own. Ultimately this proposal received approximately 12.7 million votes in favor and 53.1 million votes against, while most other items on the agenda were approved with only very minor opposition, as reported in the Form 8-K filed by the company after the shareholder meeting: https://www.sec.gov/Archives/edgar/data/98362/000009836219000082/tkr2019annualme etingre.htm If you were an outside investor in The Timken Co., how would you have voted on this proposal, and why? Explain in a concise statement of 300 words or less.
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