8-K

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): May 16, 2013 (May 15, 2013)

TENNECO INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-12387	76-0515284
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. 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))

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On May 15, 2013, Tenneco Inc. (the “Company”) held its 2013 Annual Meeting of Stockholders. The stockholders voted on the matters set forth below. A copy of the press release announcing the voting results is attached as Exhibit 99.1.

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
Thomas C. Freyman		52,858,661		131,607		217,773		3,267,785
Dennis J. Letham		52,842,630		147,157		218,254		3,267,785
Hari N. Nair		52,094,737		941,645		171,659		3,267,785
Roger B. Porter		50,921,344		2,112,730		173,967		3,267,785
David B. Price, Jr.		51,004,388		1,985,271		218,382		3,267,785
Gregg M. Sherrill		50,298,373		2,709,765		199,903		3,267,785
Paul T. Stecko		50,877,464		2,113,870		216,707		3,267,785
Jane L. Warner		52,889,666		102,870		215,505		3,267,785

2. The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accountants for the fiscal year 2013 was approved based upon the following votes:

Votes for	56,356,408
Votes against	46,068
Abstentions	73,350

There were no broker non-votes for this item.

3. The proposal to approve the Amended and Restated Tenneco Inc. 2006 Long-Term Incentive Plan was approved based upon the following vote:

Votes for	46,400,454
Votes against	6,764,265
Abstentions	43,322
Broker non-votes	3,267,785

4. The proposal to approve the compensation of our named executive officers was approved based upon the following advisory, non-binding vote:

Votes for	48,464,452
Votes against	2,812,585
Abstentions	1,931,004
Broker non-votes	3,267,785

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit No.	Description
99.1	Press release dated May 15, 2013

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 16, 2013	By:	/s/ James D. Harrington
		James D. Harrington
		Senior Vice President, General Counsel
		and Corporate Secretary

EX-99.1

Exhibit 99.1

TENNECO ANNOUNCES RESULTS OF 2013 ANNUAL MEETING

AND RETIREMENT OF BOARD MEMBER

Lake Forest, Illinois, May 15, 2013 – Tenneco Inc. (NYSE: TEN) announced at its annual meeting today that its shareholders re-elected Thomas C. Freyman, Dennis J. Letham, Hari N. Nair, Roger B. Porter, David B. Price, Jr., Gregg M. Sherrill, Paul T. Stecko, and Jane L. Warner to the company’s board of directors. The directors have been re-elected to serve a term expiring at the 2014 annual meeting of stockholders.

In addition, stockholders approved an amended and restated Tenneco 2006 Long-Term Incentive Plan, ratified the appointment of PricewaterhouseCoopers LLP as independent accountants for 2013, and, in an advisory vote, approved the company’s executive compensation.

The company also recognized the service of Mitsunobu (Tony) Takeuchi, who is retiring from Tenneco’s board of directors, effective May 15, 2013. Mr. Takeuchi, the retired Chairman of DENSO International America, Inc., the North American arm of Japan-based DENSO Corporation, had been a member of Tenneco’s board since 2006.

“Tony’s industry experience and global business perspective helped guide our growth and strengthen Tenneco’s position as a market leader in both our clean air and ride performance product lines” stated Gregg Sherrill, Tenneco chairman and CEO. “On behalf of my fellow board members, shareholders and employees, I want to thank Tony for his outstanding service on the Tenneco board.”

Tenneco is a $7.4 billion global manufacturing company with headquarters in Lake Forest, Illinois and approximately 25,000 employees worldwide. Tenneco is one of the world’s largest designers, manufacturers and marketers of clean air and ride performance 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®Elastomer.

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Contacts:

Bill Dawson	Linae Golla
Media inquiries	Investor inquiries
847 482-5807	847 482-5162
bdawson@tenneco.com	lgolla@tenneco.com