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
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| Date of Report (Date of earliest event reported) | April 29, 2020 |
| | |
TENNANT COMPANY |
(Exact name of registrant as specified in its charter) |
| | | | | | | | |
| Minnesota | 1-16191 | 41-0572550 |
(State or other jurisdiction
of incorporation) | (Commission
File Number) | (IRS Employer
Identification No.) |
| | | | | | | | |
701 North Lilac Drive, P.O. Box 1452 Minneapolis, Minnesota | | 55440 |
| (Address of principal executive offices) | | (Zip Code) |
| | | | | |
Registrant’s telephone number, including area code | (763) 540-1200 |
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 (see General Instruction A.2. below):
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| ☐ | 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 |
| Common Stock, par value $0.375 per share | | TNC | | 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. o
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As disclosed in more detail below under Item 5.07, at the Annual Meeting of Shareholders on April 29, 2020 (the “2020 Annual Meeting”), the shareholders of Tennant Company (the “Company”) approved the Tennant Company 2020 Stock Incentive Plan (the “2020 Plan”). The 2020 Plan reserves 1,750,000 shares for issuance of awards under the plan, which amount is subject to adjustment as described in the plan. Following approval of the 2020 Plan, no further awards will be granted under the Tennant Company 2017 Stock Incentive Plan. The material terms of the 2020 Plan are described in the Company’s proxy statement for the 2020 Annual Meeting filed on March 19, 2020, which description is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held the 2020 Annual Meeting for purposes of electing three directors, ratifying the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2020, providing advisory approval of executive compensation and approving the 2020 Plan. Results of shareholder voting on these matters were as follows:
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| For | | Against | | Abstain | | Broker Non-Vote |
| 1. Each of the following three Class I directors was elected for a three-year term expiring in 2023: | | | | | | | |
| Carol S. Eicher | 16,623,558 | | 267,931 | | 13,887 | | 742,322 |
| Maria C. Green | 16,806,313 | | 77,683 | | 21,380 | | 742,322 |
| Donal L. Mulligan | 16,707,608 | | 183,343 | | 14,425 | | 742,322 |
| | | | | | | |
| For | | Against | | Abstain | | Broker Non-Vote |
| 2. The appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2020 was ratified. | 17,515,593 | | 126,742 | | 5,363 | | 0 |
| | | | | | | |
| For | | Against | | Abstain | | Broker Non-Vote |
| 3. Advisory approval of executive compensation was received. | 16,196,970 | | 541,128 | | 167,278 | | 742,322 |
| | | | | | | |
| For | | Against | | Abstain | | Broker Non-Vote |
| 4. Approval of the Tennant Company 2020 Stock Incentive Plan was received. | 15,586,601 | | 1,194,937 | | 123,838 | | 742,322 |
There were 18,426,186 shares of common stock entitled to vote at the meeting and a total of 17,647,698 (95.77%) shares were represented at the meeting.
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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| | Tennant Company | | |
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| Date: May 4, 2020 | By: | /s/ Mary E. Talbott | |
| | | Mary E. Talbott | |
| | | Senior Vice President, General Counsel and Secretary | |
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