TENNECO INC. ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On
On
1. The proposal to approve the Merger Agreement was approved based upon the following votes: Votes for 57,401,897 Votes against 272,355 Abstentions 1,567,984 Broker non-votes 9,608,510
2. The proposal to approve the merger-related compensation was not approved based upon the following advisory, non-binding vote:
Votes for 26,583,096 Votes against 31,088,874 Abstentions 1,570,266 Broker non-votes 9,608,510
3. The proposal to adjourn the meeting to another time or place, if necessary in the judgment of proxy holders, for the purpose of soliciting additional proxies in favor of any of the foregoing proposals was approved based upon the following votes. However, because the merger proposal was approved there is no need to adjourn the Annual Meeting.
Votes for 56,052,826 Votes against 3,048,898 Abstentions 140,512 Broker non-votes 9,608,510
4. 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 Roy V. Armes 56,495,292 2,055,372 691,572 9,608,510 Thomas C. Freyman 57,523,079 1,071,872 647,285 9,608,510 Denise Gray 57,651,704 939,004 651,528 9,608,510 Brian J. Kesseler 57,520,164 1,148,923 573,149 9,608,510 Michelle A. Kumbier 57,787,961 772,766 681,509 9,608,510 Dennis J. Letham 57,425,853 1,169,296 647,087 9,608,510 James S. Metcalf 57,695,439 879,187 667,610 9,608,510 Aleksandra A. Miziolek 56,420,391 2,159,832 662,013 9,608,510 Charles K. Stevens, III 56,231,077 2,362,863 648,296 9,608,510 John S. Stroup 56,679,428 1,913,901 648,907 9,608,510
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5. The proposal to ratify the appointment of
Votes for 67,810,632 Votes against 494,336 Abstentions 545,778
There were no broker non-votes for this item.
6. The proposal to approve the compensation of our named executive officers was approved based upon the following advisory, non-binding vote:
Votes for 54,651,520 Votes against 3,822,450 Abstentions 768,266 Broker non-votes 9,608,510
ITEM 8.01 OTHER EVENTS
On
Safe Harbor for Forward-Looking Statements
This announcement contains "forward-looking statements," within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the context of the statement and generally arise when the Company or its management is discussing its beliefs, estimates or expectations. Such statements generally include the words "believes," "plans," "intends," "targets," "will," "expects," "estimates," "suggests," "anticipates," "outlook," "continues," or similar expressions. These statements are not historical facts or guarantees of future performance but instead represent only the beliefs of the Company and its management at the time the statements were made regarding future events which are subject to certain risks, uncertainties and other factors, many of which are outside the Company's control. Actual results and outcomes may differ materially from what is contained in such forward-looking statements as a result of various factors, including, without limitation: (1) the inability to consummate the Merger within the anticipated time period, or at all, due to any reason, including the failure to obtain required regulatory approvals or the failure to satisfy the other conditions to the consummation of the Merger; (2) the risk that the Merger Agreement may be terminated in circumstances requiring the Company to pay a termination fee; (3) the risk that the Merger disrupts the Company's current plans and operations or diverts management's attention from its ongoing business; (4) the effect of the announcement of the Merger on the ability of the Company to retain and hire key personnel and maintain relationships with its customers, suppliers and others with whom it does business; (5) the effect of the announcement of the Merger on the Company's operating results and business generally; (6) the amount of costs, fees and expenses related to the Merger; (7) the risk that the Company's stock price may decline significantly if the Merger is not consummated; (8) the nature, cost and outcome of any litigation and other legal proceedings, including any such proceedings related to the Merger and instituted against the Company and others; (9) other factors that could affect the Company's business such as, without limitation, cyclical and seasonal nature of the industries that the Company serves; foreign operations, especially in emerging regions; changes in currency exchange rates; business disruptions due to public health or safety emergencies, such as the novel strain of coronavirus ("COVID-19") pandemic; the cost and availability of supplies, raw materials and energy; the effectiveness of the Company's research and development, new product introductions and growth investments; acquisitions and divestitures of assets and gains and losses from dispositions; developments affecting the Company's outstanding liquidity and indebtedness, including debt covenants and interest rate exposure; developments affecting the Company's funded and unfunded pension obligations; warranty and product liability claims; legal proceedings; the inability to establish or maintain certain business relationships and relationships with customers and suppliers or the inability to retain key personnel; the handling of hazardous materials and the costs of compliance with environmental regulations; extreme weather events and natural disasters; and (10) other risks to consummation of the proposed Merger, including the risk that the proposed Merger will not be consummated within the expected time period or at all.
If the proposed transaction is consummated, the Company's stockholders will
cease to have any equity interest in the Company and will have no right to
participate in its earnings and future growth. These and other factors are
identified and described in more detail in the Company's Annual Report on Form
10-K for the year ended
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits Exhibit No. Description 99.1 Press Release, datedJune 7, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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