ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
On September 18, 2020, upon the nomination of the Nominating and Governance
Committee, the Board of Directors (the "Board") of Tenneco Inc. (the "Company")
appointed Mr. John S. Stroup to serve as an independent member of the Board,
effective immediately. At the time of the appointment, it was not determined
whether Mr. Stroup would sit on any Board committee.
Since May 2020, Mr. Stroup, age 54, has served as the Executive Chairman of
Belden Inc. ("Belden"), a global supplier of specialty networking solutions
built around two global business platforms - Enterprise Solutions and Industrial
Solutions. Prior to his role as Executive Chairman, Mr. Stroup had been the
President and Chief Executive Officer. He has also been a member of the board of
Belden since 2005. Prior to Belden, Mr. Stroup was employed by Danaher
Corporation, a manufacturer of professional instrumentation, industrial
technologies, and tools and components, since 2000. At Danaher, he initially
served as Vice President, Business Development and was promoted to President of
a division of Danaher's Motion Group and later to Group Executive of the Motion
Group. Prior to his time at Danaher, he was Vice President of Marketing and
General Manager with Scientific Technologies Inc. In addition to Belden,
Mr. Stroup is a director of Rexnord Corporation. He received his Bachelor of
Science degree in Mechanical Engineering from Northwestern University and an MBA
from the University of California-Berkeley.
Mr. Stroup will be compensated in accordance with the Company's standard
compensation policies and practices for non-employee directors.
There is no arrangement or understanding between Mr. Stroup and any other person
pursuant to which he was selected as a director of the Company. Mr. Stroup has
no family relationships with any of the directors or executive officers of the
Company. Mr. Stroup has no direct or indirect material interest in any
transaction or proposed transaction required to be disclosed pursuant to Item
404(a) of Regulation S-K.
ITEM 7.01 REGULATION FD DISCLOSURE
A copy of the Company's press release announcing the matter described in Item
5.02 of this report is attached hereto and furnished as Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit
No. Description
99.1 Press release issued September 21, 2020
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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