April 5, 2013 Forum Report: Invited Observation of Glass Lewis "Proxy Talk" Discussion with Activists Proposing Breakup of Timken Companies

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For the subsequent Glass Lewis & Co. "Proxy Talk" with representatives of The Timken Company responding to the activist proposal, click here.

An archived video of the initial April 9, 2013 "Proxy Talk" conducted with activists proposing a breakup of Timken, addressed in the report below, can be viewed here:

Forum Report: Fair Investor Access

Invited Observation of Glass Lewis "Proxy Talk" Discussion with Activists

Proposing Breakup of Timken Companies

Glass Lewis & Co. will be conducting a “Proxy Talk” discussion with representatives of the California State Teachers' Retirement System ("CalSTRS") and Relational Investors LLC to consider their proposal to split Timken Company into two separate companies, as described below. Although these Proxy Talk sessions are intended for Glass Lewis proxy advisory clients, I have asked them to allow Forum participants to listen in since this contest is probably the best example of those that had been suggested for our “golden goose” analysis. I encourage you to register by following this link:

Tuesday, April 9, 2013 at 1 PM EST

Glass Lewis has offered Timken Company the opportunity to present their views of the issues in a separate Proxy Talk, and if they accept Forum participants will be invited to also observe that session.

GL – April 5, 2013

Gary Lutin

Chairman, The Shareholder Forum

575 Madison Avenue, New York, New York 10022

Tel: 212-605-0335

Email: gl@shareholderforum.com

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

Please join us Tuesday, April 9, 2013 at 1 PM EST for a Glass Lewis Proxy Talk conference call with CalSTRS and Relational Investors to discuss their shareholder proposal at Timken Company requesting the company split the steel and bearings businesses into separate public companies. Senior representatives of CalSTRS and Relational Investors will discuss why they believe Timken’s share price does not reflect the indicated trading values of the Company’s bearings and steel businesses and how a break up could benefit shareholders.

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.

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SPEAKERS:

Anne Sheehan, Director of Corporate Governance, CalSTRS
Ralph Whitworth, Founder, Relational Investors
David Batchelder, Founder, Relational Investors
Mathew Hepler, Managing Director, Relational Investors
Philip Larrieu, Investment Officer, CalSTRS
Moderator: Robert McCormick, Chief Policy Officer, Glass, Lewis & Co.

SUBMIT QUESTIONS:
Institutional investor clients of Glass Lewis can send questions before the call via email to proxytalk@glasslewis.com. During the Proxy Talk, clients may submit questions via the webinar interface.

DETAILS AND REGISTRATION:

Register for the Proxy Talk on Tuesday, April 9, 2013 at 1 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 jschneider@glasslewis.com.

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