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For the previous Glass Lewis & Co. "Proxy Talk" with representatives of Relational Investors LLC and CalSTRS discussing their proposal for a breakup of The Timken Company, click here.

An archived video of the second "Proxy Talk" addressed in the report below, conducted April 15, 2013 with representatives of Timken's management responding to the activist breakup proposal, can be viewed here:*

* The Timken Company slide presentation referenced during the Glass Lewis webcast can be downloaded here.



Forum Report: Fair Investor Access


Invited Observation of Glass Lewis "Proxy Talk" for Timken Company Response to Activist Proposal


As indicated in last week's report of its invitation to Forum participants, Glass Lewis & Co. will welcome your observation of its client “Proxy Talk” discussion with representatives of The Timken Company to consider their views of the Relational-CalSTRS proposal to break the company into two separate entities. The agenda is presented below, and you can register by following this link:

An archived copy of the April 9, 2013 Glass Lewis "Proxy Talk" conducted with the activist proponents has been embedded above the earlier Forum Report for your observation.

Your comments on this example of investor access to decision-making information, generally and in relation to the issues being addressed in our “golden goose” analysis of activist proposals, will be appreciated.

GL – April 11, 2013

Gary Lutin

Chairman, The Shareholder Forum

575 Madison Avenue, New York, New York 10022

Tel: 212-605-0335






Timken to Discuss CalSTRS and Relational Investors Call to Break Up Company

Please join us Monday, April 15, 2013 at 2 PM EST for a Glass Lewis Proxy Talk conference call with Timken Company directors and executives to discuss a shareholder proposal requesting the company split the steel and bearings businesses into separate public companies. Timken directors and executives will discuss why they believe the proposal to split the company would derail Timken’s strategy and deprive shareholders of the opportunity for long-term value. 

CalSTRS and Relational Investors, which together own 7.28% of Timken, believe the company should develop a clear path to remove the share price discount by separating the steel business to allow the market to independently value Timken’s bearings and steel businesses. They believe that shareholder value could be unlocked though the separate public trading of Timken’s steel and bearings businesses and feel that Timken’s conglomerate structure causes the company’s stock to trade at a significant discount.
The Timken annual meeting is May 7, 2013. 


  • Ward J. Timken, Jr., Chairman Of the Board, Timken Company
  • Joseph W. Ralston, Lead Independent Director, Timken Company
  • James W. Griffith, President & CEO, Timken Company
  • Glenn A. Eisenberg, Executive Vice President, Finance & Administration, Timken Company
  • William R. Burkhart, Senior Vice President & General Counsel, Timken Company
  • Moderator: Robert McCormick, Chief Policy Officer, Glass, Lewis & Co. 

Institutional investor clients of Glass Lewis can send questions before the call via email to During the Proxy Talk, clients may submit questions via the webinar interface. 

Register for the Proxy Talk on Monday, April 15, 2013 at 2 PM EST.

After registering, you will receive a confirmation email containing information about joining the webinar.  

If using your phone to access the call, country-specific toll-free numbers are provided for your convenience. View all numbers by clicking the "Calling from another country?" link found at the bottom of your registration confirmation email:

To accommodate those unable to attend, an email notification will be sent to clients as soon as a recording of the webinar is available.

This invitation is not transferable. 

If you did not receive this email directly from Glass Lewis but would like to subscribe to Proxy Talk in order to obtain real-time access to the call and the ability to direct questions to call participants, please contact Jaron Schneider at


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This Forum program was open, free of charge, to anyone concerned with investor interests in the development of marketplace standards for expanded access to information for securities valuation and shareholder voting decisions. As stated in the posted Conditions of Participation, the purpose of this public Forum's program was to provide decision-makers with access to information and a free exchange of views on the issues presented in the program's Forum Summary. Each participant was expected to make independent use of information obtained through the Forum, subject to the privacy rights of other participants.  It is a Forum rule that participants will not be identified or quoted without their explicit permission.

This Forum program was initiated in 2012 in collaboration with The Conference Board and with Thomson Reuters support of communication technologies to address issues and objectives defined by participants in the 2010 "E-Meetings" program relevant to broad public interests in marketplace practices. The website is being maintained to provide continuing reports of the issues addressed in the program, as summarized in the January 5, 2015 Forum Report of Conclusions.

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