8-K

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): September 21, 2020 (September 18, 2020)

TENNECO INC.

(Exact name of registrant as specified in its 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
Preferred Stock Purchase Rights		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 September 18, 2020, upon the nomination of the Nominating and Governance Committee, the Board of Directors (the “Board”) of Tenneco Inc. (the “Company”) appointed Mr. John S. Stroup to serve as an independent member of the Board, effective immediately. At the time of the appointment, it was not determined whether Mr. Stroup would sit on any Board committee.

Since May 2020, Mr. Stroup, age 54, has served as the Executive Chairman of Belden Inc. (“Belden”), a global supplier of specialty networking solutions built around two global business platforms - Enterprise Solutions and Industrial Solutions. Prior to his role as Executive Chairman, Mr. Stroup had been the President and Chief Executive Officer. He has also been a member of the board of Belden since 2005. Prior to Belden, Mr. Stroup was employed by Danaher Corporation, a manufacturer of professional instrumentation, industrial technologies, and tools and components, since 2000. At Danaher, he initially served as Vice President, Business Development and was promoted to President of a division of Danaher’s Motion Group and later to Group Executive of the Motion Group. Prior to his time at Danaher, he was Vice President of Marketing and General Manager with Scientific Technologies Inc. In addition to Belden, Mr. Stroup is a director of Rexnord Corporation. He received his Bachelor of Science degree in Mechanical Engineering from Northwestern University and an MBA from the University of California-Berkeley.

Mr. Stroup will be compensated in accordance with the Company’s standard compensation policies and practices for non-employee directors.

There is no arrangement or understanding between Mr. Stroup and any other person pursuant to which he was selected as a director of the Company. Mr. Stroup has no family relationships with any of the directors or executive officers of the Company. Mr. Stroup has no direct or indirect material interest in any transaction or proposed transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

ITEM 7.01 REGULATION FD DISCLOSURE

A copy of the Company’s press release announcing the matter described in Item 5.02 of this report is attached hereto and furnished as Exhibit 99.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.	Description
99.1	Press release issued September 21, 2020
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: September 21, 2020	By:	/s/ Brandon B. Smith
		Brandon B. Smith
		Senior Vice President, General Counsel and Corporate Secretary

EX-99.1

Exhibit 99.1

                    

TENNECO APPOINTS JOHN STROUP TO BOARD OF DIRECTORS

Newest Independent Director Brings Significant Management Experience Across Diverse Industries

Lake Forest, Illinois, September 21, 2020 – Tenneco (NYSE: TEN) today announced the appointment of John Stroup to its Board of Directors, effective on September 18^th. Stroup, who brings a wealth of business management experience to Tenneco’s board, currently serves as Executive Chairman at Belden, Inc., a global leader in signal transmission and security systems solutions for mission-critical applications in enterprise and industrial markets.

“This appointment enhances the experience and capabilities of the board by adding a proven business leader and board member with diverse experience in numerous industries ranging from industrial to networking and connectivity technology at some of the world’s best-known public companies,” said Dennis Letham, Chairman of the Board of Directors. “We expect that with more than 30 years of experience, John will bring fresh perspectives and insight that will help the board continue to support Tenneco as it enhances its value proposition for shareholders, customers and team members alike.”

About John Stroup

John Stroup brings significant knowledge and experience in diverse industries and global, publicly traded companies including service providers, distributors and manufacturers. Before assuming the role of Executive Chairman of Belden, Inc., this year, Mr. Stroup served as Chairman, President and CEO since 2016 and was President and CEO beginning in 2005. Prior to that, he held positions of increasing responsibility, including Group Executive, at Danaher, a global science and technology innovator that manufactures professional instrumentation, industrial technologies, and tools and components. Additionally, Mr. Stroup was a Vice President and General Manager at Scientific Technologies and Rockwell Automation, after starting his career at Parker Hannifin Corporation in roles including engineering, sales and marketing.

In addition to serving on Belden’s board of directors, Mr. Stroup’s other board affiliations include publicly traded Rexnord Corporation and its subsidiary, RBS Global, Inc. and Barry-Wehmiller Companies, Inc., a privately held manufacturer of packaging, corrugating and paper and labeling automation equipment. Mr. Stroup holds a Bachelor of Science degree in Mechanical Engineering from Northwestern University and an MBA from the University of California-Berkeley.

About Tenneco

Tenneco is one of the world’s leading designers, manufacturers and marketers of automotive products for original equipment and aftermarket customers, with 2019 revenues of $17.45 billion and approximately 78,000 team members working at more than 300 sites worldwide. Our four business groups, Motorparts, Ride Performance, Clean Air and Powertrain, deliver technology solutions for diversified global markets, including light vehicle, commercial truck, off-highway, industrial, motorsport and the aftermarket.

Visit www.tenneco.com to learn more.

Investors and others should note that Tenneco routinely posts important information on its website and considers the Investor section, www.investors.tenneco.com, a channel of distribution.

###

Investor inquiries:

Linae Golla

847-482-5162

lgolla@tenneco.com

Rich Kwas

248-849-1340

rich.kwas@tenneco.com

Media inquiries:

Bill Dawson

847-482-5807

bdawson@tenneco.com

XML

Document and Entity Information	Sep. 18, 2020
Document And Entity Information [Line Items]
Entity Registrant Name	TENNECO INC
Entity Address, State or Province	IL
Amendment Flag	false
Entity Central Index Key	0001024725
Document Type	8-K
Document Period End Date	Sep. 18, 2020
Entity Incorporation State Country Code	DE
Entity File Number	1-12387
Entity Tax Identification Number	76-0515284
Entity Address, Address Line One	500 NORTH FIELD DRIVE
Entity Address, City or Town	LAKE FOREST
Entity Address, Postal Zip Code	60045
City Area Code	(847)
Local Phone Number	482-5000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Class 160 A Voting Common Stock Par Value 0.01 Per Share [Member]
Document And Entity Information [Line Items]
Security 12b Title	Class A Voting Common Stock, par value $0.01 per share
Trading Symbol	TEN
Security Exchange Name	NYSE
Preferred Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Preferred Stock Purchase Rights
Security Exchange Name	NYSE