Form 8-K TENNECO INC For: May 14
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 18, 2021 (
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code:
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
Name of each exchange | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On May 14, 2021, at the annual meeting of stockholders of Tenneco Inc. (the “Company”), the Company’s stockholders approved the Tenneco Inc. 2021 Long-Term Incentive Plan (the “Plan”), effective May 14, 2021. The Company’s board of directors previously adopted the Plan on February 22, 2021, subject to stockholder approval. The number of shares of common stock, par value $0.01, of the Company available for issuance under the Plan is 2,375,000 as of May 14, 2021.
For a description of the Plan, see section entitled “Approve the 2021 LTIP (Item 4)” of the Company’s definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission (the “SEC”) on April 1, 2021 (the “Proxy Statement”), which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the Plan was attached as Appendix A to the Proxy Statement and is included as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On May 14, 2021, Tenneco Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders. The stockholders voted on the matters set forth below.
1. The nominees for election to the Board of Directors were elected, each for a one-year term, based upon the following votes:
Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
Roy V. Armes |
38,784,907 | 414,999 | 12,167,583 | 13,942,731 | ||||
Thomas C. Freyman |
38,504,529 | 699,566 | 12,163,394 | 13,942,731 | ||||
Denise Gray |
38,597,245 | 619,834 | 12,150,410 | 13,942,731 | ||||
Brian J. Kesseler |
39,677,924 | 714,252 | 10,975,313 | 13,942,731 | ||||
Dennis J. Letham |
39,927,555 | 373,572 | 11,066,362 | 13,942,731 | ||||
James S. Metcalf |
38,377,246 | 812,840 | 12,177,403 | 13,942,731 | ||||
Aleksandra A. Miziolek |
38,597,955 | 607,413 | 12,162,121 | 13,942,731 | ||||
Charles K. Stevens, III |
38,073,231 | 1,153,221 | 12,141,037 | 13,942,731 | ||||
John S. Stroup |
38,413,933 | 715,415 | 12,238,141 | 13,942,731 | ||||
Jane L. Warner |
38,333,901 | 899,160 | 12,134,428 | 13,942,731 |
2. The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent public accountants for 2021 was approved based upon the following votes:
Votes for |
53,433,011 | |
Votes against |
359,066 | |
Abstentions |
11,518,143 |
There were no broker non-votes for this item.
3. The proposal to approve the compensation of our named executive officers was approved based upon the following advisory, non-binding vote:
Votes for |
36,709,960 | |
Votes against |
3,564,045 | |
Abstentions |
11,093,484 | |
Broker non-votes |
13,942,731 |
4. The proposal to approve the Tenneco Inc. 2021 Long-Term Incentive Plan was approved based upon the following vote:
Votes for |
38,102,169 | |
Votes against |
2,284,948 | |
Abstentions |
10,980,372 | |
Broker non-votes |
13,942,731 |
5. The proposal to ratify the Section 382 Rights Agreement was approved based upon the following vote:
Votes for |
37,372,065 | |
Votes against |
2,757,835 | |
Abstentions |
11,237,589 | |
Broker non-votes |
13,942,731 |
ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) | Exhibits |
Exhibit No. | Description | |
10.1 | Description of the Tenneco Inc. 2021 Long-Term Incentive Plan effective May 14, 2021 (incorporated by reference to Approve the 2021 LTIP (Item 4) of Tenneco’s Definitive Proxy Statement filed on April 1, 2021). | |
10.2 | Tenneco Inc. 2021 Long-Term Incentive Plan effective May 14, 2021 (incorporated by reference to Appendix A of Tenneco’s Definitive Proxy Statement filed on April 1, 2021). | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
TENNECO INC. | ||||||||
Date: May 18, 2021 | By: | /s/ Thomas J. Sabatino, Jr. |
||||||
Thomas J. Sabatino, Jr. | ||||||||
Executive Vice President, General Counsel and Corporate Secretary |
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