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): February 26, 2010

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))

TABLE OF CONTENTS

EX-99.1

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

     On February 8, 2010 our Board of Directors fixed the size of our Board at five members. On February 26, 2010, our Board of Directors elected David M. Goldberg, effective immediately, as one of our directors to fill the remaining vacancy on the Board. His will serve until the 2010 annual meeting of shareholders and until his successor is duly elected and qualified, or until his resignation or removal. The Board also nominated him for election as a director at the 2010 annual meeting of shareholders. Mr. Goldberg has not been appointed to any of the Board Committees.

     Mr. Goldberg is 66 years old and has served as President and sole proprietor of David Goldberg Consulting, a consultant to companies in the heating, ventilation, air conditioning and refrigeration and other industries, since 2003. From 2001 to 2002 he served as Chief Executive Officer of American DG Energy, Inc., a start-up company specializing in on-site electrical energy producing equipment with the cogeneration of usable thermal energy for the commercial and light industrial markets. From 2000 to 2001 he served as Managing Director of Stanref International PLC, a United Kingdom-based manufacturer of commercial and industrial refrigeration components and packages and, at the time, a subsidiary of Autorad, Inc. From 1998 to 1999 he served as Executive Vice President, and from 1978 to 1988 he served as Vice President of Sales, of Autorad Inc., doing business as Standard Refrigeration Co., a manufacturer of heat exchangers and pressure vessels for the commercial refrigeration market in North America. He also served as Chairman of the American Refrigeration Institute (now AHRI) in 1991, an industry association. He received a B.A. in economics from the University of Chicago.

     There are no arrangements or understandings between Mr. Goldberg and any other persons pursuant to which Mr. Goldberg was selected as a director. Mr. Goldberg does not have a direct or indirect material interest in any currently proposed transaction in which the Company is to be a participant and the amount involved exceeds $120,000, nor has Mr. Goldberg had a direct or indirect material interest in any such transactions since the beginning of our last fiscal year.

     In connection with his election as a non-employee director, Mr. Goldberg was automatically awarded 2,701.4770 deferred stock units under our Outside Directors Deferred Stock Unit Plan and a pro rated cash retainer fee of $33,863.01 for 2010. We will not pay meeting fees for up to ten board meetings per calendar year and up to six meetings of each committee per calendar year. If a non-employee director attends more than ten board meetings in a calendar year, he or she will receive a cash meeting fee in the amount of $1,500 for each meeting attended in excess of ten. If a non-employee director who is a member of a standing committee attends more than six meetings of that committee in a calendar year, he or she will receive a cash meeting fee in the amount of $1,500 for each meeting of the committee attended in excess of six. We reimburse all directors for reasonable travel expenses.

Item 7.01 Regulation FD Disclosure.

     On March 1, 2010, we issued a press release announcing the changes in our Board disclosed in Item 5.02. We are furnishing a copy as Exhibit 99.1 to this report.

2

Item 9.01 Financial Statements and Exhibits.

     The following exhibits are furnished with this report:

Exhibit No.	Description
99.1	Press Release dated March 1, 2010

3

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: March 2, 2010	By	/s/ James Wainright
		James Wainright
		President and Chief Executive Officer

4

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated March 1, 2010

EX-99.1

Exhibit 99.1

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

FOR IMMEDIATE RELEASE

Contact:	Jim Cain
	The Quell Group
	248-649-8900
	jcain@quell.com

Tecumseh Products Company Names David Goldberg to Board of Directors

ANN ARBOR, Mich. — March 2, 2010 — Tecumseh Products Company (NASDAQ — TECUA, TECUB), a leading global manufacturer of compressors and related products, announced today that air-conditioning and refrigeration industry veteran David Goldberg has been appointed to the company’s board of directors, effective immediately. The Board also nominated Goldberg, along with incumbent directors Kent Herrick, Zachary Savas, Steven Lebowski and Terence Seikel, for election at the 2010 annual meeting of shareholders, which is scheduled for April 28.

“At both the board and executive levels, we have been working to strengthen Tecumseh with leaders who have hands-on management and manufacturing experience, knowledge of our industry and a clear customer focus to help further our goals of improving our financial results and the value we offer in the market,” said Kent Herrick, chairman of Tecumseh. “David brings important perspective and strategic insights about the refrigeration industry to our board, which we believe will help us in our drive to return Tecumseh to positive cash flow and profitability.”

Goldberg, 66, who has managed companies in both the United States and Europe, is past chairman of the Air-Conditioning and Refrigeration Institute (ARI), a trade association representing manufacturers of air conditioning and refrigeration equipment, which is now part of the Air-Conditioning, Heating and Refrigeration Institute (AHRI).

Since 2003, he has been president of David Goldberg Consulting, which advises clients in the heating, ventilation, air conditioning and refrigeration and other industries on strategic planning, mergers and acquisitions, product development and marketing. From 2001 to 2002 he served as CEO of American DG Energy, Inc., a start-up company specializing in on-site electrical energy producing equipment for the commercial and light industrial markets.

From 1978 to 2001, Goldberg held a variety of executive positions in the United States and the United Kingdom at Autorad, Inc., which conducted business as Standard Refrigeration Co., and at one of its subsidiaries at the time, StanRef International PLC. He received a bachelor’s degree in economics from the University of Chicago.

Tecumseh recently has made a number of important personnel moves. In December 2009, James Wainright was named president and chief executive officer of the company after serving as acting president and vice president of global operations. Also in January, Mike Noelke joined Tecumseh as executive vice president, sales, marketing and engineering from the Sporlan Division of Parker Hannifin Corp., where he was global vice president, business development. In January, Jim Connor, who has broad experience with manufacturing companies at the CFO and CEO levels and as a strategic advisor, joined Tecumseh as chief financial officer.

About Tecumseh Products Company

Tecumseh Products Company is a full-line independent global manufacturer of hermetically sealed compressors for residential and specialty air conditioning, household refrigerators and freezers and commercial refrigeration applications, including air conditioning and refrigeration compressors, as well as condensing units, heat pumps and complete refrigeration systems. Press releases and other investor information can be accessed via the Investor Relations section of Tecumseh Products Company’s Website at 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) changes in macro-economic conditions and the condition of credit markets, which may magnify other risk factors; ii) the success of our ongoing effort to bring costs in line with projected production levels and product mix; iii) financial market changes, including fluctuations in foreign currency exchange rates and interest rates; iv) availability and cost of materials, particularly commodities, including steel and copper, whose cost can be subject to significant variation; v) actions of competitors; vi) our ability to maintain adequate liquidity in total and within each foreign operation; vii) the effect of terrorist activity and armed conflict; viii) economic trend factors such as housing starts; ix) the ultimate cost of resolving environmental and legal matters, including any liabilities resulting from the regulatory antitrust investigations commenced by the United States Department of Justice Antitrust Division, the Secretariat of Economic Law of the Ministry of Justice of Brazil or the European Commission, any of which could preclude commercialization of products or adversely affect profitability and/or civil litigation related to such investigations; x) weather conditions affecting demand for replacement products; xi) emerging governmental regulations; 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