TimkenSteel-2014-Annual-Report-FINAL-03112015_v001_d4t4ig

PART III.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Required information will be set forth under the captions “Election of Directors” and “Section
16(a) Beneficial Ownership Reporting Compliance” in the proxy statement to be filed within 120 days
of December 31, 2014 in connection with the annual meeting of shareholders to be held on or about
May 6, 2015, and is incorporated herein by reference. Information regarding the executive officers of
the registrant is included in Part I hereof. Information regarding the Company’s Audit Committee and its
Audit Committee Financial Expert is set forth under the caption “Audit Committee” in the proxy statement
filed in connection with the annual meeting of shareholders to be held on or about May 6, 2015, and is
incorporated herein by reference.
The Company’s Corporate Governance Guidelines and the charters of its Audit Committee, Compensation
Committee and Nominating and Corporate Governance Committee are also available on the Company’s
website at www.timkensteel.com and are available to any shareholder in print, without charge, upon
request to the General Counsel. The information on the Company’s website is not incorporated by
reference into this Annual Report on Form 10-K.
The Company has adopted a code of ethics that applies to all of its employees, including its principal
executive officer, principal financial officer and principal accounting officer, as well as its directors.
The Company’s code of ethics, the TimkenSteel Code of Conduct, is available on its website at
www.timkensteel.com and in print, without charge, upon request to the General Counsel. The Company
intends to disclose any amendment to its code of ethics or waiver from its code of ethics that applies to
its principal executive officer, principal financial officer, principal accounting officer, or any Director by
posting such amendment or waiver, as applicable, on its website.
ITEM 11. EXECUTIVE COMPENSATION
Required information will be set forth under the captions “Compensation Discussion and Analysis;”
“2014 Summary Compensation Table;” “2014 Grants of Plan-Based Awards Table;” and the narrative
to the Summary Compensation Table and Grants of Plan-Based Awards Table following immediately
thereafter; “Outstanding Equity Awards at 2014 Year-End Table;” “2014 Option Exercises and Stock
Vested Table;” “Pension Benefits;” “2014 Nonqualified Deferred Compensation Table;” “Potential
Payments Upon Termination or Change in Control;” “Director Compensation;” “Compensation Committee;”
“Compensation Committee Interlocks and Insider Participation;” and “Compensation Committee Report”
in the proxy statement to be filed within 120 days of December 31, 2014 in connection with the annual
meeting of shareholders to be held on or about May 6, 2015, and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
Required information, including with respect to institutional investors owning more than 5% of the
Company’s common shares, will be set forth under the caption “Beneficial Ownership of Common Stock”
in the proxy statement filed in connection with the annual meeting of shareholders to be held on or about
May 6, 2015, and is incorporated herein by reference.
Required information is set forth under the caption “Equity Compensation Plan Information” in the proxy
statement to be filed within 120 days of December 31, 2014 in connection with the annual meeting of
shareholders to be held on or about May 6, 2015, and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Required information will be set forth under the captions “Director Independence” and “Related Party
Transactions Approval Policy” in the proxy statement to be filed within 120 days of December 31, 2014
in connection with the annual meeting of shareholders to be held on or about May 6, 2015, and is
incorporated herein by reference.
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