Item 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On June 10, 2020, SungHwan Cho notified Tenneco Inc. (the "Company") that he was
resigning from the Board of Directors of the Company (the "Board") effective
immediately. As previously disclosed, Mr. Cho was elected to the Board pursuant
to the terms of that certain Shareholders Agreement dated October 1, 2018 among
the Company, American Entertainment Properties Corp., Icahn Enterprises L.P. and
Icahn Enterprises Holdings L.P. and was the IEP Group Designee (as defined in
the Shareholders Agreement).
Mr. Cho informed the Board that he was resigning as a result of his disagreement
with certain decisions made by the Board related to the Company's strategy.
Mr. Cho furnished the Company with the letter attached as Exhibit 17.1 to this
Form 8-K in connection with his resignation. Following receipt of Mr. Cho's
resignation, the Board approved a decrease in the size of the Board of Directors
from 11 to 10, effective immediately.
In response to Mr. Cho's resignation letter, the Board issued the following
statement:
"The Board thanks Mr. Cho for his service and contributions to Tenneco. The
Board has been, and will continue to remain, focused on helping the Company
navigate the current challenges pertaining to the coronavirus, as well as on
strategic initiatives to create shareholder value.
With Mr. Cho's resignation, the Tenneco Board now comprises 10 directors, eight
of whom are independent and all of whom are seasoned leaders focused on creating
value for the benefit of all shareholders."
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit
No. Description
17.1 Letter of Resignation from SungHwan Cho.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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