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): January 7, 2020
TENNECO INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware | | 1-12387 | | 76-0515284 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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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:
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Title of each class | | Trading Symbol(s) | | 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 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
On January 7, 2020, the Board of Directors (the “Board”) of Tenneco Inc. (the “Company”) announced that Brian J. Kesseler will serve as the sole Chief Executive Officer of the Company. The Company announced that Roger J. Wood will no longer serve as the Company’s Co-Chief Executive Officer and is resigning from the Board, effective immediately. As a result, the size of the Board has been reduced to 10 directors.
In addition, the Company intends to enter into a separation agreement with Mr. Wood, pursuant to which he will be entitled to receive those benefits to which he was entitled pursuant to his offer letter from the Company, dated July 20, 2018, subject to a customary release and such other documents as the Company may reasonably request, including (i) accrued wages and unused vacation through his termination date; (ii) two (2) times the sum of his base salary and target bonus for 2020, paid in a lump sum within 60 days; and (iii) a cash payment equal to the employer portion of his medical coverage for one year, payable in a lump sum within 60 days.
A copy of the Company’s press release announcing Mr. Wood’s departure is filed as Exhibit 99.1 and incorporated by reference herein.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits
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.
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| | TENNECO INC. |
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Date: January 10, 2020 | | By: | | /s/ Brandon B. Smith |
| | | | Brandon B. Smith |
| | | | Senior Vice President, General Counsel |
| | | | and Corporate Secretary |
