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): August 28, 2009

TECUMSEH PRODUCTS COMPANY

(Exact name of registrant as specified in its charter)

Michigan	0-452	38-1093240
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1136 Oak Valley Drive Ann Arbor, Michigan	48108
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (734) 585-9500

(not applicable)
(Former name or former address, if changed since last report.)

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 (see General Instruction A.2. below):

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.01   Change in Control of the Registrant

As previously disclosed, on February 19, 2009, the Herrick Foundation notified the Company of its intent to run a competing slate of four nominees for election as directors to the Company’s seven member Board at the 2009 Annual Meeting of Shareholders, held on August 14, 2009. On August 28, 2009, on the basis of the certified results of voting at the Annual Meeting, all four of the Herrick Foundation’s nominees were elected to serve on the Company’s seven member Board, which may constitute a change in control of the Company for the purposes of this Item 5.01.

The Herrick Foundation is a Michigan nonprofit corporation that, together with its affiliates, controls approximately 33% of the outstanding shares of voting Class B Common Stock. Information concerning the Herrick Foundation’s nominees, Messrs. Herrick, Lebowski, Seikel and Savas, were included in the Herrick Foundation’s Definitive Proxy Statement on Form DEFC 14A, filed with the Securities and Exchange Commission on July 15, 2009.

To the knowledge of the Company, there are no arrangements, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a further change in control of the Company.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 28, 2009, William R. Barker and David A. Bloss, Sr., each of whom were elected as directors at the Annual Meeting, resigned from the Board. Following the resignation of Messrs. Barker and Bloss, the Company has five directors, of whom three are independent under the applicable NASDAQ rules. Messrs. Barker and Bloss did not resign on account of any disagreement with the Company’s operations, policies or practices.

Item 8.01   Other Events.

On August 28, 2009, the Company issued a press release about the results of the Annual Meeting. A copy of the press release is filed as an exhibit to this Form 8-K and is hereby incorporated into this Item 8.01 by reference. More detailed information concerning the matters submitted to a vote at the Annual Meeting will be included in response to Item 4 of Part II of the Company’s Form 10-Q for the third quarter 2009 to be filed with the Securities and Exchange Commission.

Item 9.01   Financial Statements and Exhibits.

     The following exhibit is filed with this report:

Exhibit No.	Description
99.1	Press Release

2

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.

	TECUMSEH PRODUCTS COMPANY
Date: September 2, 2009	By	/s/ James S. Nicholson
		James S. Nicholson
		Vice President, Treasurer and Chief Financial Officer

3

EX-99.1

Exhibit 99.1

1136 Oak Valley Drive
Ann Arbor, Michigan 48108
www.tecumseh.com

FOR IMMEDIATE RELEASE

Contact:
Teresa Hess
Director, Investor Relations
Tecumseh Products Company
734-585-9507

TECUMSEH PRODUCTS COMPANY ANNOUNCES THE RESULTS OF THE
2009 ANNUAL MEETING OF SHAREHOLDERS

ANN ARBOR, Mich., Aug. 28, 2009 — Tecumseh Products Company (NASDAQ: TECUA, TECUB), a leading global manufacturer of compressors and related products, today announced the certified results of the shareholder vote conducted at the annual meeting of shareholders held on August 14, 2009.

On the basis of the certified results of voting, the seven nominees for election as directors who received the highest number of votes were as follows: William R. Barker, David A. Bloss, Sr., Edwin L. Buker, Kent B. Herrick, Steve J. Lebowski, Zachary E. Savas and Terence C. Seikel. However, William R. Barker and David A. Bloss, Sr., resigned from the Board effective immediately following the conclusion of the adjourned Annual Meeting on August 28, 2009. Following Messrs. Barker and Bloss’ resignations, the Board now has five members and two vacancies.

In addition, at the Annual Meeting the shareholders of the Company also (i) did not approve a recapitalization proposal, which would have consolidated the Company’s dual-class capital structure into a single class of common stock, (ii) ratified the appointment of the accounting firm of Grant Thornton LLP as the Company’s independent accountant for the current year and (iii) approved an advisory vote shareholder proposal submitted by the Herrick Foundation that the Board adopt a policy that provides shareholders the opportunity at each annual shareholder meeting to vote on an advisory resolution to ratify the compensation of the named executive officers.

About Tecumseh Products Company

Tecumseh Products Company is a full-line independent global manufacturer of hermetically sealed compressors for residential and commercial refrigerators, freezers, water coolers, dehumidifiers, window air conditioning units and residential and commercial central system air conditioners and heat pumps.

Press releases and other investor information can be accessed via the Investor Relations section of Tecumseh Products Company’s Internet web site at http://www.tecumseh.com.

Cautionary Statements Relating to Forward-Looking Statements

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to the safe harbor provisions created by that Act. In addition, forward-looking statements may be made orally in the future by or on behalf of the Company. Forward-looking statements can be identified by the use of terms such as “expects,” “should,” “may,” “believes,” “anticipates,” “will,” and other future tense and forward-looking terminology.

Readers are cautioned that actual results may differ materially from those projected as a result of certain risks and uncertainties, including, but not limited to, i) the success of our ongoing effort to bring costs in line with projected production levels and product mix; ii) financial market changes, including fluctuations in foreign currency exchange rates and interest rates; iii) availability and cost of materials, particularly commodities, including steel and copper, whose cost can be subject to

significant variation; iv) changes in business conditions and the economy in general in both foreign and domestic markets, the condition of which may magnify other risk factors; v) weather conditions affecting demand for replacement products; vi) actions of competitors; vii) our ability to maintain adequate liquidity in total and within each foreign operation; viii) the effect of terrorist activity and armed conflict; ix) economic trend factors such as housing starts; x) emerging governmental regulations; xi) the ultimate cost of resolving environmental and legal matters; xii) our ability to profitably develop, manufacture and sell both new and existing products; xiii) the extent of any business disruption that may result from the restructuring and realignment of our manufacturing operations or system implementations, the ultimate cost of those initiatives and the amount of savings actually realized; xiv) the extent of any business disruption caused by work stoppages initiated by organized labor unions; xv) potential political and economic adversities that could adversely affect anticipated sales and production in Brazil; xvi) potential political and economic adversities that could adversely affect anticipated sales and production in India, including potential military conflict with neighboring countries; xvii) increased or unexpected warranty claims; and xviii) the ongoing financial health of major customers. These forward-looking statements are made only as of the date of this release, and the Company undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

# # #

2