ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;

APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On May 14, 2021, at the annual meeting of stockholders of Tenneco Inc. (the "Company"), the Company's stockholders approved the Tenneco Inc. 2021 Long-Term Incentive Plan (the "Plan"), effective May 14, 2021. The Company's board of directors previously adopted the Plan on February 22, 2021, subject to stockholder approval. The number of shares of common stock, par value $0.01, of the Company available for issuance under the Plan is 2,375,000 as of May 14, 2021.

For a description of the Plan, see section entitled "Approve the 2021 LTIP (Item 4)" of the Company's definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission (the "SEC") on April 1, 2021 (the "Proxy Statement"), which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the Plan was attached as Appendix A to the Proxy Statement and is included as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

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

On May 14, 2021, Tenneco Inc. (the "Company") held its 2021 Annual Meeting of Stockholders. The stockholders voted on the matters set forth below.

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
Roy V. Armes              38,784,907      414,999      12,167,583       13,942,731
Thomas C. Freyman         38,504,529      699,566      12,163,394       13,942,731
Denise Gray               38,597,245      619,834      12,150,410       13,942,731
Brian J. Kesseler         39,677,924      714,252      10,975,313       13,942,731
Dennis J. Letham          39,927,555      373,572      11,066,362       13,942,731
James S. Metcalf          38,377,246      812,840      12,177,403       13,942,731
Aleksandra A. Miziolek    38,597,955      607,413      12,162,121       13,942,731
Charles K. Stevens, III   38,073,231     1,153,221     12,141,037       13,942,731
John S. Stroup            38,413,933      715,415      12,238,141       13,942,731
Jane L. Warner            38,333,901      899,160      12,134,428       13,942,731

2. The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent public accountants for 2021 was approved based upon the following votes:





Votes for       53,433,011
Votes against    359,066
Abstentions     11,518,143

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          36,709,960
Votes against      3,564,045
Abstentions        11,093,484
Broker non-votes   13,942,731

4. The proposal to approve the Tenneco Inc. 2021 Long-Term Incentive Plan was approved based upon the following vote:





Votes for          38,102,169
Votes against      2,284,948
Abstentions        10,980,372
Broker non-votes   13,942,731

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5. The proposal to ratify the Section 382 Rights Agreement was approved based upon the following vote:





Votes for          37,372,065
Votes against      2,757,835
Abstentions        11,237,589
Broker non-votes   13,942,731

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.






(d) Exhibits




Exhibit No.       Description

10.1                Description of the Tenneco Inc. 2021 Long-Term Incentive Plan
                  effective May 14, 2021 (incorporated by reference to Approve the
                  2021 LTIP (Item 4) of Tenneco's Definitive Proxy Statement filed
                  on April 1, 2021).

10.2                Tenneco Inc. 2021 Long-Term Incentive Plan effective May 14,
                  2021 (incorporated by reference to Appendix A of Tenneco's
                  Definitive Proxy Statement filed on April 1, 2021).

104               Cover Page Interactive Data File (embedded within the Inline XBRL
                  document)

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