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TENNANT COMPANY (NYSE:TNC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

TENNANT COMPANY (NYSE:TNC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 April 26, 2017 (the 2017 Annual
Meeting), the shareholders of Tennant Company (the Company)
approved the Tennant Company 2017 Stock Incentive Plan (the 2017
Plan). The 2017 Plan reserves 1,200,000 shares for issuance of
awards under the plan, which amount is subject to adjustment as
described in the plan. Following approval of the 2017 Plan, no
further awards will be granted under the Tennant Company Amended
and Restated 2010 Stock Incentive Plan, as Amended. The material
terms of the 2017 Plan are described in the Companys proxy
statement for the 2017 Annual Meeting filed on March 15, 2017,
which description is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held the 2017 Annual Meeting for purposes of electing
two directors, ratifying the appointment of KPMG LLP as the
independent registered public accounting firm of the Company for
the year ending December 31, 2017, providing advisory approval of
executive compensation, providing advisory approval on frequency
of future advisory executive compensation approvals and providing
approval of the 2017 Plan. Results of shareholder voting on these
matters were as follows:
For
Withhold
Broker
Non-Vote
1. Each of the following two Class I directors was
elected for a three-year term expiring in 2020:
Carol S. Eicher
15,600,891
451,482
853,163
Donal L. Mulligan
15,568,463
483,910
853,163
For
Against
Abstain
Broker
Non-Vote
2. The appointment of KPMG LLP as the independent
registered public accounting firm of the Company for the
year ending December 31, 2017 was ratified.
16,455,189
377,096
73,251
3. Advisory approval of executive compensation was
received.
15,767,171
266,563
18,639
853,163
1year
2 years
3 years
Abstain
4. Advisory approval of 1 year as the frequency of future
advisory executive compensation approvals was received.
13,318,318
21,748
2,700,330
11,977
For
Against
Abstain
Broker
Non-Vote
5. Approval of the Tennant Company 2017 Stock Incentive
Plan was received.
14,925,453
1,122,975
3,945
853,163
The Company has considered the shareholder vote regarding the
frequency for future advisory votes on executive compensation and
determined that it will hold an advisory vote on its executive
compensation every year until the next vote on frequency which
will be no later than the Companys Annual Meeting of Shareholders
in 2023.
There were 17,719,902 shares of common stock entitled to vote at
the meeting and a total of 16,905,536 (95.40%) shares were
represented at the meeting.
Item 8.01 Other Events.
In connection with the Company’s Board of Directors’ ongoing
review of the Companys corporate governance practices, evolving
governance standards and shareholder input, the Board has
determined to recommend to shareholders an amendment to the
Companys articles of incorporation to provide for a majority
voting standard for the election of directors in uncontested
elections. The proposal to amend the Companys articles to adopt
majority voting will be submitted to shareholders at the Companys
2018 annual meeting of shareholders.

About TENNANT COMPANY (NYSE:TNC)
Tennant Company (Tennant) is engaged in designing, manufacturing and marketing cleaning solutions. The Company is organized into four operating segments: North America; Latin America; Europe, Middle East, Africa, and Asia Pacific. The Company offers products and solutions consisting of mechanized cleaning equipment, detergent-free and other sustainable cleaning technologies, aftermarket parts and consumables, equipment maintenance and repair service, specialty surface coatings, and business solutions, such as financing, rental and leasing programs, and machine-to-machine asset management solutions. Its other products include floor maintenance and outdoor cleaning equipment, and asset management solutions. Tennant products are used in various types of environments, including retail establishments, distribution centers, factories and warehouses, public venues, such as arenas and stadiums, office buildings, schools and universities, hospitals and clinics, and parking lots and streets. TENNANT COMPANY (NYSE:TNC) Recent Trading Information
TENNANT COMPANY (NYSE:TNC) closed its last trading session up +0.40 at 73.65 with 71,318 shares trading hands.

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