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