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 18, 2017 (May 17, 2017)
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)) |
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 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
On May 17, 2017, Tenneco Inc. (the Company) held its 2017 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 |
47,798,225 | 145,226 | 49,161 | 2,145,176 | ||||
Brian J. Kesseler |
47,756,669 | 190,290 | 45,653 | 2,145,176 | ||||
Dennis J. Letham |
47,240,076 | 703,058 | 49,478 | 2,145,176 | ||||
James S. Metcalf |
47,797,609 | 147,618 | 47,385 | 2,145,176 | ||||
Roger B. Porter |
45,645,659 | 2,296,393 | 50,560 | 2,145,176 | ||||
David B. Price, Jr. |
46,438,161 | 1,506,176 | 48,275 | 2,145,176 | ||||
Gregg M. Sherrill |
47,176,727 | 595,052 | 220,833 | 2,145,176 | ||||
Paul T. Stecko |
46,024,930 | 1,919,935 | 47,747 | 2,145,176 | ||||
Jane L. Warner |
47,342,762 | 603,677 | 46,173 | 2,145,176 | ||||
Roger J. Wood |
47,792,716 | 150,298 | 49,598 | 2,145,176 |
2. The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Companys independent public accountants for the year 2017 was approved based upon the following votes:
Votes for | 49,275,303 | |
Votes against | 719,105 | |
Abstentions | 143,380 |
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 | 45,333,082 | |
Votes against | 2,316,948 | |
Abstentions | 342,582 | |
Broker non-votes | 2,145,176 |
4. The stockholders recommended that we conduct future advisory votes on named executive compensation every one year based upon the following advisory, non-binding vote:
Every one year | 42,084,130 | |
Every two years | 33,740 | |
Every three years | 5,821,922 | |
Abstentions | 52,820 | |
Broker non-votes | 2,145,176 |
ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) | Exhibits |
Exhibit No. |
Description | |
99.1 | Press release dated May 17, 2017 |
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 18, 2017 | By: | /s/ James D. Harrington | ||||
James D. Harrington | ||||||
Senior Vice President, General Counsel and Corporate Secretary |
Exhibit 99.1
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TENNECO ANNOUNCES RESULTS OF 2017 ANNUAL MEETING
Lake Forest, IL, May 17, 2017 Tenneco Inc. (NYSE: TEN) announced at its annual meeting today that the companys shareholders have elected Thomas C. Freyman, Brian J. Kesseler, Dennis J. Letham, James S. Metcalf, Roger B. Porter, David B. Price, Jr., Gregg M. Sherrill, Paul T. Stecko, Jane L. Warner and Roger J. Wood to the companys board of directors. The directors have been elected to serve a term expiring at the 2018 annual meeting of stockholders.
In addition, stockholders ratified the appointment of PricewaterhouseCoopers LLP as the companys independent auditors for 2017 and, in advisory votes, approved the companys executive compensation and recommended that future advisory votes on executive compensation occur annually.
The company also announced that its board of directors has declared a quarterly cash dividend of $0.25 per share on its common stock. The dividend will be payable on June 23, 2017 to shareholders of record as of June 7, 2017.
The dividend is further to the dividend program announced on February 1, 2017, pursuant to which the company intends to pay a regular quarterly cash dividend to holders of its common stock, representing a planned annual dividend of $1.00 per share. Future dividends will be subject to Board approval.
About Tenneco
Tenneco is an $8.6 billion global manufacturing company with headquarters in Lake Forest, Illinois and approximately 31,000 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®Elastomers.
###
Contacts: | ||
Bill Dawson | Linae Golla | |
Media inquiries | Investor inquires | |
847 482-5807 | 847 482-5162 | |
bdawson@tenneco.com | lgolla@tenneco.com |
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