false 0000097134 0000097134 2024-05-15 2024-05-15 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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) May 15, 2024

 

TENNANT COMPANY

(Exact name of registrant as specified in its charter)

 

Minnesota 1-16191 41-0572550
(State or other
jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

 

10400 Clean Street

 Eden Prairie, Minnesota

55344-2650
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code (763) 540-1200

 

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):

 

¨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(s)
  Name of each exchange on which
registered
Common Stock, par value $0.375 per share   TNC   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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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 May 13, 2024, the Board of Directors (the “Board”) of Tennant Company (the “Company”) elected Mark W. Sheahan as a member of the Board effective May 15, 2024. Mr. Sheahan will stand for re-election at the 2025 Annual Meeting of Shareholders as a member of Class II, to a term that expires at the 2027 annual meeting of shareholders. Mr. Sheahan was also appointed to serve as a member of the Audit Committee and Executive Committee of the Board. A copy of the press release announcing Mr. Sheahan’s election to the Board is attached as Exhibit 99.

 

Mr. Sheahan will receive the standard non-employee director compensation, the terms of which were disclosed in the Company’s Proxy Statement for the 2024 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on March 21, 2024, including a pro-rata amount of the annual compensation for his service from his election until the 2025 annual meeting of shareholders.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)  Exhibits.

 

99News release, dated May 15, 2024 announcing election of Mark W. Sheahan.

 

104Cover 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.

 

  Tennant Company
 
Date: May 16, 2024 /s/ Kristin A. Erickson
  Kristin A. Erickson
  Senior Vice President, General Counsel and Corporate Secretary