ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;

APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.



On May 9, 2020, Gregg M. Sherrill, Chairman of the Board of Tenneco Inc. (the
"Company"), informed the Company that he intends to retire from the Company
prior to next year's annual meeting of stockholders. Mr. Sherrill's decision to
resign did not involve a disagreement with the Company on any matter relating to
the Company's operations, policies or practices. A copy of Tenneco's press
release announcing this is filed as Exhibit 99.1 to this Form 8-K and is
incorporated herein by reference.

On May 12, 2020, at the annual meeting of stockholders the Company, the
Company's stockholders approved the Tenneco Inc. 2006 Long-Term Incentive Plan,
as amended and restated (the "Plan"). The Company's board of directors
previously adopted the amendment and restatement of the Plan on March 10, 2020,
subject to stockholder approval. The key modification to the Plan was an
increase in the number of shares of common stock, par value $0.01, of the
Company available for issuance under the Plan to 7,150,000 as of May 12, 2020.

For a description of the Plan (which reflects the increase in shares reserved
under the Plan as well as other amendments to the Plan that were previously
adopted by the Company's board of directors), see section entitled "Approve the
Amended and Restated 2006 LTIP (Item 4)" of the Company's definitive Proxy
Statement on Schedule 14A, filed with the Securities and Exchange Commission
(the "SEC") on April 1, 2020 (the "Proxy Statement"), which is included as
Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by
reference. A copy of the Plan (including the amendments) was attached as Annex D
to the Proxy Statement and is included as Exhibit 10.2 to this Current Report on
Form 8-K and is incorporated herein by reference.

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On May 12, 2020, Tenneco Inc. (the "Company") held its 2020 Annual Meeting of Stockholders. The stockholders voted on the matters set forth below.

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
Roy V. Armes                        34,115,645          1,081,405            212,666             12,509,582
SungHwan Cho                        31,707,376          3,425,400            276,940             12,509,582
Thomas C. Freyman                   28,315,310          6,878,016            216,390             12,509,582
Denise Gray                         28,489,891          6,786,302            133,523             12,509,582
Brian J. Kesseler                   27,663,497          7,651,964             94,255             12,509,582
Dennis J. Letham                    28,036,970          7,229,954            142,792             12,509,582
James S. Metcalf                    28,388,310          6,864,747            156,659             12,509,582
Aleksandra A. Miziolek              34,087,305          1,110,521            211,890             12,509,582
Gregg M. Sherrill                   28,385,423          6,915,677            108,616             12,509,582
Charles K. Stevens, III             34,549,778           644,383             215,555             12,509,582
Jane L. Warner                      28,584,771          6,693,665            131,280             12,509,582


2. The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the
Company's independent public accountants for 2020 was approved based upon the
following votes:

Votes for         45,760,887
Votes against     1,996,731
Abstentions        161,680

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 vote:



Votes for            26,732,563
Votes against        8,394,614
Abstentions           282,539
Broker non-votes     12,509,582

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4. The proposal to approve the Tenneco Inc. 2006 Long-Term Incentive Plan, as amended and restated, was approved based upon the following vote:



Votes for            26,889,816
Votes against        8,240,127
Abstentions           279,773
Broker non-votes     12,509,582

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.




(d) Exhibits


 Exhibit
   No.                                       Description

   10.1            Description of the Tenneco Inc. 2006 Long-Term Incentive Plan, as
                 amended and restated effective March 10, 2020

(incorporated by


                 reference to Approve the Amended and Restated 2006 LTIP (Item 4) of
                 Tenneco's Definitive Proxy Statement filed on April 1, 2020).

   10.2            Tenneco Inc. 2006 Long-Term Incentive Plan, as amended and
                 restated effective March 10, 2020 (incorporated by reference to
                 Appendix A of Tenneco's Definitive Proxy Statement filed on April 1,
                 2020).

   99.1            Press release dated May 12, 2020

   104           Cover Page Interactive Data File (embedded within the Inline XBRL
                 document)

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