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): May 15, 2019

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Class A Voting Common Stock, par value $0.01 per share	TEN	New York Stock Exchange

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 15, 2019, Tenneco Inc. (the “Company”) held its 2019 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
SungHwan Cho		47,300,910		1,818,379		96,371		3,756,730
Thomas C. Freyman		48,700,538		451,653		63,469		3,756,730
Denise Gray		48,893,787		260,464		61,409		3,756,730
Brian J. Kesseler		47,863,424		1,268,860		83,376		3,756,730
Dennis J. Letham		48,417,744		733,475		64,441		3,756,730
James S. Metcalf		48,637,254		469,817		108,589		3,756,730
Roger B. Porter		48,162,297		1,001,481		51,882		3,756,730
David B. Price, Jr.		48,329,302		821,951		64,407		3,756,730
Gregg M. Sherrill		47,965,170		1,210,285		40,205		3,756,730
Jane L. Warner		47,909,588		1,268,343		37,729		3,756,730
Roger J. Wood		48,087,013		1,086,240		42,407		3,756,730

2. The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent public accountants for 2019 was approved based upon the following votes:

Votes for	52,494,890
Votes against	378,168
Abstentions	99,332

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	45,227,014
Votes against	3,632,705
Abstentions	355,941
Broker non-votes	3,756,730

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit No.	Description
99.1	Press release dated May 15, 2019

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, 2019	By:	/s/ Brandon B. Smith
		Brandon B. Smith
		Senior Vice President, General Counsel and Corporate Secretary

EX-99.1

Exhibit 99.1

TENNECO ANNOUNCES RESULTS OF 2019 ANNUAL STOCKHOLDERS’ MEETING

DETROIT, MI, May 15, 2019 – Tenneco Inc. (NYSE: TEN) announced at its annual stockholders’ meeting today that the company’s stockholders have elected SungHwan Cho, Thomas C. Freyman, Denise Gray, Brian J. Kesseler, Dennis J. Letham, James S. Metcalf, Roger B. Porter, David B. Price, Jr., Gregg M. Sherrill, Jane L. Warner and Roger J. Wood to the company’s board of directors. The directors have been elected to serve a term expiring at the 2020 annual meeting of stockholders.

In addition, stockholders ratified the appointment of PricewaterhouseCoopers LLP as the company’s independent auditors for 2019 and, in an advisory vote, approved the company’s executive compensation.

The company also announced that its board of directors has suspended its quarterly dividend beginning in the second quarter of 2019, consistent with the company’s capital allocation priorities, including reducing leverage. Post spin-off, the boards of directors of each independent company will determine the capital allocation priorities that are best suited to their respective businesses.

About Tenneco

Headquartered in Lake Forest, Illinois, Tenneco is one of the world’s leading designers, manufacturers and marketers of Aftermarket, Ride Performance, Clean Air and Powertrain products and technology solutions for diversified markets, including light vehicle, commercial truck, off-highway, industrial and the aftermarket, with 2018 revenues of $11.8 billion and approximately 81,000 employees worldwide. On October 1, 2018, Tenneco completed the acquisition of Federal-Mogul, a leading global supplier to original equipment manufacturers and the aftermarket. Additionally, the company expects to separate its businesses to form two new, independent companies, an Aftermarket and Ride Performance company as well as a new Powertrain Technology company.

About DRiV^™ – the future Aftermarket and Ride Performance Company

Following the expected separation of Tenneco to form two new, independent companies, an Aftermarket and Ride Performance company (DRiV^™) as well as a new Powertrain Technology company, DRiV will be one of the largest global multi-line, multi-brand aftermarket companies, and one of the largest global OE ride performance and braking companies. DRiV’s principal product brands will feature Monroe^®, Öhlins^®, Walker^®, Clevite^®Elastomers, MOOG^®, Fel-Pro^®, Wagner^®, Ferodo^®, Champion^® and others. DRiV would have 2018 pro-forma revenues of $6.4 billion, with 54% of those revenues from aftermarket and 46% from original equipment customers.

About the new Tenneco – the future Powertrain Technology company

Following Tenneco’s expected separation to form two new, independent companies, an Aftermarket and Ride Performance company (DRiV^™), as well as a new Powertrain Technology company, the new Tenneco will be one of the world’s largest pure-play powertrain companies serving OE markets worldwide with engineered solutions addressing fuel economy, power output, and criteria pollution requirements for gasoline, diesel and electrified powertrains. The new Tenneco would have 2018 pro-forma revenues of $11.4 billion, serving light vehicle, commercial truck, off-highway and industrial markets.

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Investor inquiries:	Media inquiries:
Linae Golla	Bill Dawson
847-482-5162	847-482-5807
lgolla@tenneco.com	bdawson@tenneco.com
Rich Kwas	Steve Blow
248-849-1340	517-262-0655
rich.kwas@federalmogul.com	sblow@tenneco.com