UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As disclosed in more detail below under Item 5.07, at the Annual Meeting of Shareholders on May 1, 2024 (the “2024 Annual Meeting”), the shareholders of Tennant Company (the “Company”) approved the Tennant Company Amended and Restated 2020 Stock Incentive Plan (the “Amended 2020 Plan”). The Amended 2020 Plan includes the following material changes: (i) increases the shares available for issuance under the plan by 1,100,000 shares, (ii) extends the term of the plan to May 1, 2034, and (iii) removes certain limitations on the maximum number of shares that can be granted under awards to any one participant in any calendar year because the limitation is no longer required following changes to Section 162(m) of the Internal Revenue Code. The material terms of the Amended 2020 Plan are described in the Company’s proxy statement for the 2024 Annual Meeting filed on March 21, 2024, which description is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held the 2024 Annual Meeting for purposes of electing two directors, ratifying the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2024, providing advisory approval on executive compensation, and approving the Tennant Company Amended and Restated 2020 Stock Incentive Plan. Results of shareholder voting on these matters were as follows:
| For | Against | Abstain | Broker Non-Vote | |||||||||||||
| 1. Each of the following two Class II directors was elected for a three-year term expiring in 2027, such that the total number of directors is eight: | ||||||||||||||||
| Azita Arvani | 15,906,386 | 612,765 | 7,180 | 848,739 | ||||||||||||
| Timothy R. Morse | 16,389,920 | 129,091 | 7,320 | 848,739 | ||||||||||||
| For | Against | Abstain | Broker Non-Vote | |||||||||||||
| 2. The appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2024 was ratified. | 17,354,297 | 13,688 | 7,085 | |||||||||||||
| For | Against | Abstain | Broker Non-Vote | |||||||||||||
| 3. Advisory approval of executive compensation was received. | 15,768,918 | 747,098 | 10,315 | 848,739 | ||||||||||||
| For | Against | Abstain | Broker Non-Vote | |||||||||||||
| 4. The Tennant Company Amended and Restated 2020 Stock Incentive Plan was approved. | 15,287,246 | 1,229,167 | 9,918 | 848,739 | ||||||||||||
There were 19,006,003 shares of common stock entitled to vote at the 2024 Annual Meeting and a total of 17,375.070 (91.41%) shares were represented at the meeting.
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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.
| Tennant Company | ||
| Date: May 2, 2024 | By: | /s/ Kristin A. Erickson |
| Kristin A. Erickson | ||
| Senior Vice President, General Counsel and Corporate Secretary | ||
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