8-K

TENNECO INC.

Date: November 1, 2019

/s/ Brandon B. Smith

Brandon B. Smith

Senior Vice President, General Counsel
and Corporate Secretary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): October 28, 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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On October 28, 2019, the Compensation Committee of the Board of Directors of Tenneco Inc. (the “Company”) granted retention awards to Jason Hollar, Executive Vice President and Chief Financial Officer, and Brandon Smith, Senior Vice President, General Counsel and Corporate Secretary. Under each award, the executive will receive an aggregate cash payment of $2 million upon certain vesting events. In general, the award will vest 50% on December 31, 2020 and 50% on December 31, 2021, subject to an enhanced vesting schedule in connection with the separation of the Company’s Aftermarket and Ride Performance businesses and Clean Air and Powertrain businesses. The award also will vest in connection with certain separations from service.

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.