UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 16, 2013 (May 15, 2013)
TENNECO INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 1-12387 | 76-0515284 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. 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)) |
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On May 15, 2013, Tenneco Inc. (the “Company”) held its 2013 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 |
52,858,661 | 131,607 | 217,773 | 3,267,785 | ||||||||||||
| Dennis J. Letham |
52,842,630 | 147,157 | 218,254 | 3,267,785 | ||||||||||||
| Hari N. Nair |
52,094,737 | 941,645 | 171,659 | 3,267,785 | ||||||||||||
| Roger B. Porter |
50,921,344 | 2,112,730 | 173,967 | 3,267,785 | ||||||||||||
| David B. Price, Jr. |
51,004,388 | 1,985,271 | 218,382 | 3,267,785 | ||||||||||||
| Gregg M. Sherrill |
50,298,373 | 2,709,765 | 199,903 | 3,267,785 | ||||||||||||
| Paul T. Stecko |
50,877,464 | 2,113,870 | 216,707 | 3,267,785 | ||||||||||||
| Jane L. Warner |
52,889,666 | 102,870 | 215,505 | 3,267,785 | ||||||||||||
2. The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accountants for the fiscal year 2013 was approved based upon the following votes:
| Votes for |
56,356,408 | |||
| Votes against |
46,068 | |||
| Abstentions |
73,350 |
There were no broker non-votes for this item.
3. The proposal to approve the Amended and Restated Tenneco Inc. 2006 Long-Term Incentive Plan was approved based upon the following vote:
| Votes for |
46,400,454 | |||
| Votes against |
6,764,265 | |||
| Abstentions |
43,322 | |||
| Broker non-votes |
3,267,785 |
4. The proposal to approve the compensation of our named executive officers was approved based upon the following advisory, non-binding vote:
| Votes for |
48,464,452 | |||
| Votes against |
2,812,585 | |||
| Abstentions |
1,931,004 | |||
| Broker non-votes |
3,267,785 |
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press release dated May 15, 2013 |
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 16, 2013 | By: | /s/ James D. Harrington | ||
| James D. Harrington | ||||
| Senior Vice President, General Counsel | ||||
| and Corporate Secretary | ||||