UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
Current Report
Pursuant To Section 13 or 15(d) of the
Securities Exchange Act of 1934
Pursuant To Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 26, 2011 (May 18, 2011)
TENNECO INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware (State or other jurisdiction of incorporation or organization) |
1-12387 (Commission File Number) |
76-0515284 (I.R.S. Employer of Incorporation 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:
| 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)) |
This Form 8-K/A amends and supplements the Current Report on Form 8-K of Tenneco Inc.
(the “Company”), originally filed with the Securities and Exchange Commission on May 18, 2011 (the
“Initial Filing”). The sole purpose for filing this Form 8-K/A is to disclose the Company’s
determination with respect to the frequency of future non-binding advisory votes on the Company’s
executive compensation by the Company’s stockholders (each, a “say-on-pay vote”), as reflected in
the last paragraph of Item 5.07 below.
Item 5.07 Submission of Matters to a Vote of Security Holders
On May 18, 2011, Tenneco Inc. (the “Company”) held its 2011 Annual Meeting of Stockholders. The
stockholders voted on the matters set forth below. A copy of the press release announcing the
voting results is attached as Exhibit 99.1.
1. The nominees for election to the Board of Directors were elected, each for a one-year term,
based upon the following votes:
| Nominee | Votes For | Votes Against | Abstentions | Broker Non Votes | ||||||||||||
Charles W. Cramb |
51,298,345 | 75,756 | 73,615 | 4,536,252 | ||||||||||||
Dennis J. Letham |
50,280,625 | 1,094,504 | 72,587 | 4,536,252 | ||||||||||||
Hari N. Nair |
50,676,650 | 735,880 | 35,186 | 4,536,252 | ||||||||||||
Roger B. Porter |
49,617,603 | 1,755,609 | 74,504 | 4,536,252 | ||||||||||||
David B. Price, Jr. |
50,098,108 | 1,277,906 | 71,702 | 4,536,252 | ||||||||||||
Gregg M. Sherrill |
50,076,972 | 1,339,452 | 31,292 | 4,536,252 | ||||||||||||
Paul T. Stecko |
48,660,869 | 2,713,356 | 73,491 | 4,536,252 | ||||||||||||
Mitsunobu Takeuchi |
51,364,605 | 45,010 | 38,101 | 4,536,252 | ||||||||||||
Jane L. Warner |
49,595,490 | 1,817,243 | 34,983 | 4,536,252 | ||||||||||||
2. The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s
independent registered public accountants for the fiscal year 2011 was approved based upon the
following votes:
Votes for |
55,817,686 | |||
Votes against |
119,372 | |||
Abstentions |
46,910 | |||
There were no broker non-votes for this item.
3. The proposal to approve the compensation of our named executive officers was approved based
upon the following advisory, non-binding votes:
Votes for |
47,375,671 | |||
Votes against |
2,375,409 | |||
Abstentions |
1,696,636 | |||
Broker non-votes |
4,536,252 | |||
4. The stockholders recommended that we conduct future advisory votes on executive compensation
every year based upon the following advisory, non-binding votes:
Every one year |
44,999,835 | |||
Every two years |
94,229 | |||
Every three years |
4,738,955 | |||
Abstentions |
1,614,697 | |||
A majority of the votes cast at the Annual
Meeting were voted in favor of an annual say-on-pay vote. This vote was consistent with the
recommendation of the Company’s Board of Directors in the Proxy Statement for the Annual Meeting.
After considering the results of the stockholder advisory vote, at a meeting held on July 20, 2011,
the Company’s Board of Directors, upon a recommendation by the Compensation/Nominating/Governance
Committee of the Company’s Board of Directors, determined that the Company will hold an annual
say-on-pay vote until the next advisory vote on the frequency of future say-on-pay votes. The next
required advisory vote on the frequency will occur no later than 2017.
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: July 26, 2011 | By: | /s/ James D. Harrington | ||
| James D. Harrington | ||||
| Senior Vice President, General Counsel and Corporate Secretary |
||||