Form 8-K TENNECO INC For: May 16

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

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 16, 2018

 

 

TENNECO INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware		1-12387		76-0515284
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

500 NORTH FIELD DRIVE, LAKE FOREST, ILLINOIS		60045
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (847) 482-5000

 

 

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))

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.  ☐

 

 

 

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ITEM 5.02

DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On May 18, 2018, Tenneco Inc. announced that Kenneth R. Trammell is retiring as Chief Financial Officer effective July 1, 2018. Mr. Trammell will continue to be employed as Executive Vice President to aid in transition and in preparation for the acquisition of Federal-Mogul LLC. On May 16, 2018, the company appointed Jason M. Hollar as Executive Vice President and Chief Financial Officer, effective July 1, 2018. Mr. Hollar, 45, has been the company’s Senior Vice President, Finance since June 2017. Prior to joining Tenneco Inc., Mr. Hollar was employed by Sears Holdings Corporation, where he was Chief Financial Officer from October 2016 to April 2017 and Senior Vice President, Finance from October 2014 to September 2016. Prior to Sears, Mr. Hollar worked with Delphi Automotive PLC, where he served from December 2013 to September 2014 as Vice President and Corporate Controller and from April 2011 to November 2013 as CFO, Powertrain Systems and Delphi, Europe, Middle East and Africa.

In connection with his appointment as Chief Financial Officer, Mr. Hollar’s base salary was increased to $610,000 effective June 1, 2018. Also effective on June 1, 2018, the target for Mr. Hollar’s annual incentive compensation will increase to $488,000. In addition, on June 1, 2018 Mr. Hollar will receive an award of restricted stock units with a value of $260,000 that vest in equal installments over the three years from the date of grant and an award of performance share units with a value of $390,000 in respect of the 2018-2020 performance period.

On May 16, 2018, Tenneco Inc. appointed Audrey A. Smith to become the company’s principal accounting officer effective May 16, 2018. Ms. Smith, 43, will have global responsibility for the company’s corporate accounting and financial reporting. Ms. Smith joined the company on April 16, 2018 as Vice President and Controller from US Foods Inc., where she was Senior Director of enterprise consolidation and reporting from March 2016 to April 2018. Prior to US Foods, Ms. Smith spent nearly a decade at Navistar Inc., where she held the positions of Controller, truck segment and Assistant Corporate Controller. She has also held Controller and finance roles with Follett Corporation and spent more than seven years at the public accounting firm of Deloitte & Touche.

Upon Ms. Smith’s appointment as principal accounting officer, Paul D. Novas ceased to be the company’s interim principal accounting officer, but he will continue as our Vice President, Finance.

 

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS.

(d)     Exhibits

 

Exhibit No.		Description
99.1		Press release dated May 18, 2018

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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 21, 2018				By:		/s/ Brandon B. Smith
						Brandon B. Smith
						Senior Vice President, General Counsel and Corporate Secretary

Exhibit 99.1

 

TENNECO NAMES JASON HOLLAR CHIEF FINANCIAL OFFICER

Lake Forest, IL, May 18, 2018 – Tenneco Inc. (NYSE: TEN) announced that its board of directors has appointed Jason Hollar as chief financial officer, effective July 1, 2018. He will succeed Ken Trammell, executive vice president, as part of a planned succession. With the announced Federal-Mogul transaction, Trammell will extend his retirement date, and step down as chief financial officer but continue in a broader leadership role on the transaction through closing and preparation for the separation into two new stand-alone companies.

“On behalf of the entire Tenneco team, I thank Ken for his service and his many contributions during his 22-year career with Tenneco. He has served as Tenneco’s chief financial officer since 2003, playing a key leadership role during a long span of growth and transformation in the business,” said Brian Kesseler, chief executive officer. “Ken’s tremendous experience and deep expertise will help ensure a successful closing and the subsequent launch of two new companies.”

“I look forward to working with Jason in his new role as CFO,” added Kesseler. “Since joining Tenneco, his leadership and skills have expanded the capabilities of our global finance function, at a time when we have the opportunity to accelerate growth and create greater shareholder value.”

Hollar joined Tenneco in 2017 as senior vice president, finance, having previously served as chief financial officer for Sears Holding Corporation. Prior to Sears, Jason worked with both Delphi Automotive and Navistar in a number of senior finance roles. His experience includes serving as Delphi’s corporate controller and as vice president of finance for Delphi’s powertrain systems division including oversight for the Europe, Middle East and Africa region. At Navistar, he held positions of increasing responsibility including in the company’s engine group, South America operations, corporate financial planning and analysis and as chief financial officer for Navistar’s military/defense subsidiary.

About Tenneco

Tenneco is a $9.3 billion global manufacturing company with headquarters in Lake Forest, Illinois and approximately 32,000 employees worldwide. Tenneco is one of the world’s largest designers, manufacturers and marketers of ride performance and clean air products and systems for automotive and commercial vehicle original equipment markets and the aftermarket. Tenneco’s principal brand names are Monroe^®, Walker^®, XNOx™ and Clevite^®Elastomers.

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Contacts:
Bill Dawson Media inquiries 847 482-5807 [email protected]		Linae Golla Investor inquiries 847 482-5162 [email protected]

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