Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 13, 2023, the Board of Directors of Tennant Company (the "Company") adopted certain amendments to its Amended & Restated By-Laws (as amended, the "By-Laws"), effective immediately. Among other things, the By-Laws:

· Require shareholders who nominate persons for election as directors in


   accordance with the Company's Articles of Incorporation to comply with certain
   notice requirements, including providing certain information about any such
   nominee and the nominating shareholder;

· Allow the Company, unless otherwise required by law, to consider certain


   shareholder nominations of director candidates to be null and void where any
   shareholder (i) provides notice pursuant to Rule 14a-19 ("Rule 14a-19") under
   the Securities Exchange Act of 1934, as amended, and (ii) subsequently (A)
   notifies the Company that such shareholder no longer intends to solicit proxies
   in support of director nominees other than the Company's director nominees in
   accordance with Rule 14a-19, (B) fails to comply with the requirements of Rule
   14a-19, or (C) fails to provide reasonable evidence sufficient to satisfy the
   Company that the requirements of Rule 14a-19 have been met;

· Establish additional rules governing the conduct of meetings of shareholders;

and

· Require that any shareholder who directly or indirectly solicits proxies from


   other shareholders to use a proxy card color other than white.

The By-Laws also incorporate certain clarifying updates and conforming changes. The full text of the By-Laws is filed as Exhibit 3.2 hereto.

Item 9.01. Financial Statements and Exhibits.





(d)   Exhibits.



       3.2     Amended and Restated By-Laws.
             Cover Page Interactive Data File (formatted as Inline XBRL and
     104     contained in Exhibit 101).

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