ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On
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
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On
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
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
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 theTenneco Inc. 2021 Long-Term Incentive Plan effectiveMay 14, 2021 (incorporated by reference to Approve the 2021 LTIP (Item 4) of Tenneco's Definitive Proxy Statement filed onApril 1, 2021 ). 10.2Tenneco Inc. 2021 Long-Term Incentive Plan effectiveMay 14, 2021 (incorporated by reference to Appendix A of Tenneco's Definitive Proxy Statement filed onApril 1, 2021 ). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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