Current Report Filing (8-k)

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 15, 2019

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Class A Voting Common Stock,

par value $0.01 per share

TEN

New York Stock Exchange

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 15, 2019, Tenneco Inc. (the “Company”) held its 2019 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
SungHwan Cho		47,300,910		1,818,379		96,371		3,756,730
Thomas C. Freyman		48,700,538		451,653		63,469		3,756,730
Denise Gray		48,893,787		260,464		61,409		3,756,730
Brian J. Kesseler		47,863,424		1,268,860		83,376		3,756,730
Dennis J. Letham		48,417,744		733,475		64,441		3,756,730
James S. Metcalf		48,637,254		469,817		108,589		3,756,730
Roger B. Porter		48,162,297		1,001,481		51,882		3,756,730
David B. Price, Jr.		48,329,302		821,951		64,407		3,756,730
Gregg M. Sherrill		47,965,170		1,210,285		40,205		3,756,730
Jane L. Warner		47,909,588		1,268,343		37,729		3,756,730
Roger J. Wood		48,087,013		1,086,240		42,407		3,756,730

2. The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent public accountants for 2019 was approved based upon the following votes:


Votes for			52,494,890
Votes against			378,168
Abstentions			99,332

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			45,227,014
Votes against			3,632,705
Abstentions			355,941
Broker non-votes			3,756,730

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS.

(d)

Exhibits


Exhibit No.		Description

99.1		Press release dated May 15, 2019

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.