TENNECO INC IL false 0001024725 0001024725 2019-12-20 2019-12-20

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): December 20, 2019

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Voting Common Stock, par value $0.01 per share		TEN		New York Stock 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 December 20, 2019, in connection with the expected separation of the Tenneco Inc. (the “Company”) aftermarket and ride performance business and powertrain technology business into two new independent companies, the Company adopted the DRiV Incorporated Excess Benefit Plan (the “DRiV EBP”) and an amendment and restatement of the Tenneco Inc. Excess Benefit Plan (the “Amended Tenneco EBP”) to reflect the transfer of certain liabilities to the DRiV EBP, as authorized by the Compensation Committee of the Board of Directors. The DRiV EBP and the Amended Tenneco EBP are effective as of January 1, 2020.

In addition, on December 20, 2019, the Company authorized the transfer of sponsorship of the Tenneco Inc. Supplemental Retirement Plan (the “SRP”) to DRiV Incorporated, and authorized the change of the name of the SRP to the DRiV Incorporated Supplemental Retirement Plan, effective as of January 1, 2020.

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: December 20, 2019				By:		/s/ Brandon B. Smith
						Brandon B. Smith
						Senior Vice President, General Counsel
						and Corporate Secretary