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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K/A
(Amendment No. 1)
Current Report
Pursuant To Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): July 26, 2011 (May 18, 2011)
TENNECO INC.
(Exact Name of Registrant as Specified in Charter)
         
Delaware
(State or other jurisdiction of
incorporation or organization)
  1-12387
(Commission File Number)
  76-0515284
(I.R.S. Employer of
Incorporation Identification No.)
     
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:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

     This Form 8-K/A amends and supplements the Current Report on Form 8-K of Tenneco Inc. (the “Company”), originally filed with the Securities and Exchange Commission on May 18, 2011 (the “Initial Filing”). The sole purpose for filing this Form 8-K/A is to disclose the Company’s determination with respect to the frequency of future non-binding advisory votes on the Company’s executive compensation by the Company’s stockholders (each, a “say-on-pay vote”), as reflected in the last paragraph of Item 5.07 below.
Item 5.07 Submission of Matters to a Vote of Security Holders
On May 18, 2011, Tenneco Inc. (the “Company”) held its 2011 Annual Meeting of Stockholders. The stockholders voted on the matters set forth below. A copy of the press release announcing the voting results is attached as Exhibit 99.1.
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  
Charles W. Cramb
    51,298,345       75,756       73,615       4,536,252  
Dennis J. Letham
    50,280,625       1,094,504       72,587       4,536,252  
Hari N. Nair
    50,676,650       735,880       35,186       4,536,252  
Roger B. Porter
    49,617,603       1,755,609       74,504       4,536,252  
David B. Price, Jr.
    50,098,108       1,277,906       71,702       4,536,252  
Gregg M. Sherrill
    50,076,972       1,339,452       31,292       4,536,252  
Paul T. Stecko
    48,660,869       2,713,356       73,491       4,536,252  
Mitsunobu Takeuchi
    51,364,605       45,010       38,101       4,536,252  
Jane L. Warner
    49,595,490       1,817,243       34,983       4,536,252  
2. The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accountants for the fiscal year 2011 was approved based upon the following votes:
         
Votes for
    55,817,686  
 
     
Votes against
    119,372  
 
     
Abstentions
    46,910  
 
     
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 votes:
         
Votes for
    47,375,671  
 
     
Votes against
    2,375,409  
 
     
Abstentions
    1,696,636  
 
     
Broker non-votes
    4,536,252  
 
     
4. The stockholders recommended that we conduct future advisory votes on executive compensation every year based upon the following advisory, non-binding votes:
         
Every one year
    44,999,835  
 
     
Every two years
    94,229  
 
     
Every three years
    4,738,955  
 
     
Abstentions
    1,614,697  
 
     
     A majority of the votes cast at the Annual Meeting were voted in favor of an annual say-on-pay vote. This vote was consistent with the recommendation of the Company’s Board of Directors in the Proxy Statement for the Annual Meeting. After considering the results of the stockholder advisory vote, at a meeting held on July 20, 2011, the Company’s Board of Directors, upon a recommendation by the Compensation/Nominating/Governance Committee of the Company’s Board of Directors, determined that the Company will hold an annual say-on-pay vote until the next advisory vote on the frequency of future say-on-pay votes. The next required advisory vote on the frequency will occur no later than 2017.

 


 

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.
         
  TENNECO INC.
 
 
Date: July 26, 2011  By:   /s/ James D. Harrington    
    James D. Harrington   
    Senior Vice President, General
Counsel and Corporate Secretary