8-K

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): March 2, 2018 (February 26, 2018)

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))

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 February 26, 2018, Mr. Gregg Sherrill notified Tenneco Inc. (the “Company”) that he will retire from the Company as an employee effective May 16, 2018. Mr. Sherrill will continue as a member of the Board of Directors and will stand for re-election at the Company’s annual meeting of stockholders to be held on May 16, 2018. On February 27, 2018, the Company’s Board of Directors determined that, following his retirement as an employee, Mr. Sherrill shall continue as Chairman of the Board in a non-executive capacity (subject to his re-election at the annual meeting). A copy of the press release announcing Mr. Sherrill’s retirement is included as Exhibit 99.1 and incorporated by reference herein.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit No.	Description
99.1	Press release dated March 2, 2018

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: March 2, 2018	By:	/s/ Brandon B. Smith
		Brandon B. Smith
		Senior Vice President, General Counsel
		and Corporate Secretary

EX-99.1

Exhibit 99.1

news release  

Tenneco Announces Gregg Sherrill Retirement

Will Continue to Serve on the Board of Directors

Lake Forest, Illinois, March 2, 2018 – Tenneco Inc. (NYSE: TEN) announced today that Gregg Sherrill, executive chairman, has informed the company’s board of directors of his intention to retire from Tenneco, effective May 16, 2018. Mr. Sherrill will continue to serve as chairman of the board in a non-executive capacity. The members of the Tenneco Board, including Mr. Sherrill, will stand for re-election at the company’s annual meeting of shareholders on May 16, 2018.

Upon retirement from Tenneco, Mr. Sherrill caps a more than 40-year career in the automotive industry. He has been serving as executive chairman since May 17, 2017, following 10 years as Tenneco’s chairman and CEO. Under his leadership as CEO, Tenneco established a strong record of revenue growth, higher earnings, margin expansion and annual adjusted EPS growth. He aligned the company around a vision and strategic direction that delivered profitable growth and positioned Tenneco for the future.

“I congratulate Gregg on his retirement and on a long and distinguished career in the automotive industry. He had a very successful tenure as CEO, setting a strong foundation for continued growth,” said Paul Stecko, lead independent director, Tenneco Board of Directors. “On behalf of the board of directors, I thank him for his outstanding service and we look forward to his continued leadership and contributions as non-executive chairman of the board.”

Prior to joining Tenneco in January 2007, Mr. Sherrill was with Johnson Controls, Inc. where he served as president of the power solutions group and in leadership roles with the automotive systems group and North America operations. He began his career in the automotive industry with Ford Motor Company where he held numerous engineering and manufacturing positions during a 22-year tenure.

Mr. Sherrill currently serves as a member of the board of directors of The Allstate Corporation and Snap-on Inc. Additionally, he is an honorary vice-chair of the board of the National Association of Manufacturers, where he is past chairman of the board, and also serves on the National Governing Council of the Wilderness Society.

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About Tenneco

Tenneco is a $9.3 billion global manufacturing company with headquarters in Lake Forest, Illinois and approximately 32,000 employees worldwide. Tenneco is one of the world’s largest designers, manufacturers and marketers of ride performance and clean air 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^®Elastomers.

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