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) | April 26, 2022 |
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.) |
10400 Clean Street Eden Prairie, Minnesota | 55344 |
| (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):
¨ 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:
| 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. ¨
Item 5.07 Submission of Matters to a Vote of Security Holders.
Tennant Company (the “Company”) held its 2022 Annual Meeting of Shareholders on April 26, 2022 (the “2022 Annual Meeting”) for purposes of electing two directors, ratifying the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2022 and providing advisory approval of executive compensation. Results of shareholder voting on these matters were as follows:
| | | For | | | Against | | | Abstain | | | Broker
Non-Vote | |
| 1. Each of the following two Class III directors was elected for a three-year term expiring in 2025, such that the total number of directors is eight: | | | | | | | | | | | | | | | | |
| David W. Huml | | | 16,684,769 | | | | 153,168 | | | | 21,273 | | | | 547,572 | |
| David Windley | | | 16,302,371 | | | | 535,141 | | | | 21,698 | | | | 547,572 | |
| | | 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, 2022 was ratified. | | | 17,285,584 | | | | 106,329 | | | | 14,869 | | | | 0 | |
| | | For | | | Against | | | Abstain | | | Broker
Non-Vote | |
| 3. Advisory approval of executive compensation was received. | | | 16,450,032 | | | | 399,180 | | | | 9,998 | | | | 547,572 | |
There were 18,573,473 shares of common stock entitled to vote at the 2022 Annual Meeting and a total of 17,406,782 (93.72%) 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.
| | Tennant Company | |
| | | | |
| Date: May 2, 2022 | By: | /s/ Kristin A. Stokes | |
| | | Kristin A. Stokes | |
| | | Senior Vice President, General Counsel and Corporate Secretary | |
