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EX-99.1 - EX-99.1 - TENNECO INCd393640dex991.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 18, 2017 (May 17, 2017)

 

 

TENNECO INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   1-12387   76-0515284

(State or Other Jurisdiction of

Incorporation)

  (Commission File Number)  

(IRS Employer

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:

 

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On May 17, 2017, Tenneco Inc. (the “Company”) held its 2017 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

Thomas C. Freyman

  47,798,225   145,226   49,161   2,145,176

Brian J. Kesseler

  47,756,669   190,290   45,653   2,145,176

Dennis J. Letham

  47,240,076   703,058   49,478   2,145,176

James S. Metcalf

  47,797,609   147,618   47,385   2,145,176

Roger B. Porter

  45,645,659   2,296,393   50,560   2,145,176

David B. Price, Jr.

  46,438,161   1,506,176   48,275   2,145,176

Gregg M. Sherrill

  47,176,727   595,052   220,833   2,145,176

Paul T. Stecko

  46,024,930   1,919,935   47,747   2,145,176

Jane L. Warner

  47,342,762   603,677   46,173   2,145,176

Roger J. Wood

  47,792,716   150,298   49,598   2,145,176

2. The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent public accountants for the year 2017 was approved based upon the following votes:

 

Votes for    49,275,303
Votes against    719,105
Abstentions    143,380

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 vote:

 

Votes for    45,333,082
Votes against    2,316,948
Abstentions    342,582
Broker non-votes    2,145,176

4. The stockholders recommended that we conduct future advisory votes on named executive compensation every one year based upon the following advisory, non-binding vote:

 

Every one year    42,084,130
Every two years    33,740
Every three years    5,821,922
Abstentions    52,820
Broker non-votes    2,145,176


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

 

(d) Exhibits

 

Exhibit No.

  

Description

99.1    Press release dated May 17, 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: May 18, 2017     By:  

/s/ James D. Harrington

      James D. Harrington
      Senior Vice President, General Counsel and Corporate Secretary