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): July 9, 2014 (July 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 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
On July 9, 2014, Tenneco Inc. announced that it had expanded its board of directors to nine members and that James S. Metcalf, chairman, president and chief executive officer for USG Corporation, had been elected to the companys board of directors by action of the board of directors on that date. Mr. Metcalf is expected to be appointed to the companys Audit Committee. In connection with his election, Mr. Metcalf received a grant of restricted stock with a market value of $45,000 (one half of a directors typical annual grant), which will vest six months after the date of grant. Mr. Metcalfs election is described in the companys press release, dated July 9, 2014, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
Exhibit No. |
Description | |
99.1 | Press release issued July 9, 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: July 14, 2014 | By: | /s/ James D. Harrington | ||||
James D. Harrington | ||||||
Senior Vice President, General Counsel and Corporate Secretary |
Exhibit 99.1
TENNECO ELECTS JAMES S. METCALF TO COMPANYS BOARD OF DIRECTORS
Lake Forest, IL, July 9, 2014 Tenneco Inc. (NYSE: TEN) announced today that James S. Metcalf has been elected to the companys board of directors, effective immediately. Metcalf is chairman, president and chief executive officer for USG Corporation, North Americas leading manufacturer and distributor of high-performance building solutions for construction, remodeling and industrial markets.
We are pleased to add Jim Metcalf to Tennecos board of directors and look forward to his contributions, said Gregg Sherrill, chairman and CEO, Tenneco. Jims extensive manufacturing background will be an asset to our board and his focus on driving growth through innovation aligns well with Tennecos strategic growth initiatives.
Metcalf was appointed to his current role as chairman, president and chief executive officer in 2011. He joined USG in 1980 and his long career with the company includes serving as president and chief operating officer; president, building systems; president and chief executive officer, L&W Supply; executive vice president and chief operating officer; senior vice president, sales and marketing, USG Interiors, Inc.; and a number of other marketing and management roles of increasing responsibility.
Metcalf serves on the board of directors for USG Corporation and is a member of the National Association of Manufacturers Executive Committee. He also serves as a policy advisory board member for the Joint Center for Housing Studies at Harvard University.
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.
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Contacts:
Bill Dawson
Media Inquiries
847 482-5807
bdawson@tenneco.com
Linae Golla
Investor Inquiries
847 482-5162
lgolla@tenneco.com