TENNECO INC. (NYSE:TEN) Files An 8-K Submission of Matters to a Vote of Security Holders

ME Staff 8-k
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TENNECO INC. (NYSE:TEN) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 below.

Item 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On May17, 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 VotesAgainst Abstentions BrokerNon-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

Votesagainst

 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

Brokernon-votes

 2,145,176

4.The stockholders recommended that we conduct future advisory votes on named executive compensation (each, a “say-on-pay vote”) every one year based upon the following advisory, non-binding vote:

Every one year

 42,084,130

Every two years

 33,740

Everythreeyears

 5,821,922

Abstentions

 52,820

Broker non-votes

 2,145,176

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 July12, 2017, 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 2023.


About TENNECO INC. (NYSE:TEN)

Tenneco Inc. (Tenneco) is a producer of clean air and ride performance products and systems for light vehicle, commercial truck, off-highway and other vehicle applications. The Company operates in six segments: North America Clean Air; North America Ride Performance; Europe, South America and India Clean Air; Europe, South America and India Ride Performance; Asia Pacific Clean Air, and Asia Pacific Ride Performance. Its various brands include Monroe, Rancho, Clevite Elastomers, Axios, Kinetic, Fric-Rot, Walker, XNOx, Fonos, DynoMax and Thrush clean air products. It designs, manufactures and distributes various products and systems designed to reduce pollution and optimize engine performance, acoustic tuning and weight, including catalytic converters and diesel oxidation catalysts; lean nitrogen oxide (NOx) traps; mufflers and resonators; fabricated exhaust manifolds; pipes; hydroformed assemblies; elastomeric hangers and isolators, and aftertreatment control units.