Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On December 9, 2020, the Board of Directors (the "Board") of Tennant Company
(the "Company") appointed David W. Huml to the position of President and Chief
Executive Officer effective March 1, 2021. Mr. Huml is currently serving as
Chief Operating Officer of the Company, a position he has held since April 1,
2020. The Board also appointed Mr. Huml to the Board of Directors as a Class III
director effective March 1, 2021.
Mr. Huml succeeds H. Chris Killingstad, who gave the Board notice on December 9,
2020, of his intention to retire following the Company's CEO succession planning
process. Mr. Killingstad will remain with the Company in a non-executive
capacity as Strategic Advisor to the CEO and Board through January 1, 2022. Mr.
Killingstad will resign from the Board at the Company's 2021 annual meeting of
shareholders.
Mr. Huml, 51, previously served in expanding senior leadership roles since
joining the Company in 2014, including most recently as Senior Vice President,
EMEA, APAC, Global Marketing and Operations from 2018-April 2020; as Senior Vice
President, EMEA, APAC and Global Marketing from 2017-2018; as Senior Vice
President of APAC and Global Marketing from 2016-2017; and as Senior Vice
President of Global Marketing from 2014-2017.
The Compensation Committee of the Board expects to determine the compensation
changes for Mr. Huml and Mr. Killingstad related to these position changes in
connection with the annual review of executive officer compensation in February
2021.
In connection with these changes, the Board approved a change in Rusty H. Zay's
position from Senior Vice President, Technology and Innovation to Chief
Commercial Officer also effective March 1, 2021. As Chief Commercial Officer,
Mr. Zay will lead the Company's enterprise-wide commercial operations.
Also on December 9, 2021, the Board appointed Tom Paulson, 64, who previously
served as the Company's Chief Financial Officer and Principal Accounting Officer
from 2006 until 2018, to the positions of Interim Chief Financial Officer and
Interim Principal Accounting Officer. Mr. Paulson will serve in these interim
capacities effective January 4, 2021 while the Company continues its search for
a permanent chief financial officer. Andrew Cebulla provided notice to the
Company on December 8, 2020 of his intention to resign from these positions at
the close of business on January 3, 2021. In recognition of Mr. Cebulla's
service in the interim positions, the Compensation Committee of the Board
approved a $141,500 cash payment to Mr. Cebulla. During his interim employment,
Mr. Paulson will be paid $50,000 per month and will receive a $175,000 cash
bonus following satisfactory completion of his interim duties and appointment of
a permanent chief financial officer.
A press release announcing the CEO succession and other management team
transitions is attached as Exhibit 99.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99 News Release dated December 14, 2020, announcing CEO succession and
other management team transitions.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained
in Exhibit 101).
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