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 14, 2014 (May 14, 2014)
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) |
Registrants 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 14, 2014, Tenneco Inc. (the Company) held its 2014 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 |
53,238,157 | 47,872 | 57,417 | 3,032,482 | ||||
Dennis J. Letham |
53,237,912 | 47,724 | 57,810 | 3,032,482 | ||||
Hari N. Nair |
52,654,890 | 630,702 | 57,854 | 3,032,482 | ||||
Roger B. Porter |
52,574,417 | 710,622 | 58,407 | 3,032,482 | ||||
David B. Price, Jr. |
52,808,069 | 476,997 | 58,380 | 3,032,482 | ||||
Gregg M. Sherrill |
51,269,258 | 2,016,622 | 57,566 | 3,032,482 | ||||
Paul T. Stecko |
52,688,900 | 589,390 | 65,156 | 3,032,482 | ||||
Jane L. Warner |
53,231,018 | 54,564 | 57,864 | 3,032,482 |
2. The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Companys independent registered public accountants for the fiscal year 2014 was approved based upon the following votes:
Votes for |
56,215,443 | |||||||||||||||
Votes against |
100,069 | |||||||||||||||
Abstentions |
60,416 |
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 |
49,273,854 | |||||||||||||||
Votes against |
2,354,746 | |||||||||||||||
Abstentions |
1,714,846 | |||||||||||||||
Broker non-votes |
3,032,482 |
ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) | Exhibits |
Exhibit No. |
Description | |
99.1 | Press release dated May 14, 2014 |
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 14, 2014 | By: | /s/ James D. Harrington | ||||
James D. Harrington Senior Vice President, General Counsel and Corporate Secretary |
Exhibit 99.1
news release |
TENNECO ANNOUNCES RESULTS OF 2014 ANNUAL MEETING
Lake Forest, Illinois, May 14, 2014 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 companys board of directors. The directors have been re-elected to serve a term expiring at the 2015 annual meeting of stockholders.
In addition, stockholders ratified the appointment of PricewaterhouseCoopers LLP as the companys independent accountants for 2014, and in an advisory vote, approved the companys executive compensation.
About Tenneco
Tenneco is an $8 billion global manufacturing company with headquarters in Lake Forest, Illinois and approximately 26,000 employees worldwide. Tenneco is one of the worlds 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. Tennecos principal brand names are Monroe®, Walker®, XNOx and Clevite®Elastomer.
# # #
Contacts:
Bill Dawson
Media inquiries
847 482-5807
bdawson@tenneco.com
Linae Golla
Investor inquiries
847 482-5162
lgolla@tenneco.com
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