Tenneco : APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS (Form 8-K)

APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On May 14, 2021, at the annual meeting of stockholders of Tenneco Inc. (the 'Company'), the Company's stockholders approved the Tenneco Inc. 2021 Long-Term Incentive Plan (the 'Plan'), effective May 14, 2021. The Company's board of directors previously adopted the Plan on February 22, 2021, subject to stockholder approval. The number of shares of common stock, par value $0.01, of the Company available for issuance under the Plan is 2,375,000 as of May 14, 2021.

For a description of the Plan, see section entitled 'Approve the 2021 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, 2021 (the 'Proxy Statement'), which is included as Exhibit 10.1 to this Current Report on Form 8-Kand is incorporated herein by reference. A copy of the Plan was attached as Appendix A to the Proxy Statement and is included as Exhibit 10.2 to this Current Report on Form 8-K andis incorporated herein by reference.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On May 14, 2021, Tenneco Inc. (the 'Company') held its 2021 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-yearterm, based upon the following votes:

Nominee		Votes For		Votes Against		Abstentions		Broker Non-Votes
Roy V. Armes		38,784,907		414,999		12,167,583		13,942,731
Thomas C. Freyman		38,504,529		699,566		12,163,394		13,942,731
Denise Gray		38,597,245		619,834		12,150,410		13,942,731
Brian J. Kesseler		39,677,924		714,252		10,975,313		13,942,731
Dennis J. Letham		39,927,555		373,572		11,066,362		13,942,731
James S. Metcalf		38,377,246		812,840		12,177,403		13,942,731
Aleksandra A. Miziolek		38,597,955		607,413		12,162,121		13,942,731
Charles K. Stevens, III		38,073,231		1,153,221		12,141,037		13,942,731
John S. Stroup		38,413,933		715,415		12,238,141		13,942,731
Jane L. Warner		38,333,901		899,160		12,134,428		13,942,731

2. The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent public accountants for 2021 was approved based upon the following votes:

Votes for		53,433,011
Votes against		359,066
Abstentions		11,518,143

There were no broker non-votesfor this item.

3. The proposal to approve the compensation of our named executive officers was approved based upon the following advisory, non-bindingvote:

Votes for		36,709,960
Votes against		3,564,045
Abstentions		11,093,484
Broker non-votes		13,942,731

4. The proposal to approve the Tenneco Inc. 2021 Long-Term Incentive Plan was approved based upon the following vote:

Votes for		38,102,169
Votes against		2,284,948
Abstentions		10,980,372
Broker non-votes		13,942,731

5. The proposal to ratify the Section 382 Rights Agreement was approved based upon the following vote:

Votes for		37,372,065
Votes against		2,757,835
Abstentions		11,237,589
Broker non-votes		13,942,731

FINANCIAL STATEMENTS AND EXHIBITS.

(d)

Exhibits

Exhibit No.		Description
10.1		Description of the Tenneco Inc. 2021 Long-Term Incentive Plan effective May 14, 2021 (incorporated by reference to Approve the 2021 LTIP (Item 4) of Tenneco's Definitive Proxy Statement filed on April 1, 2021).
10.2		Tenneco Inc. 2021 Long-Term Incentive Plan effective May 14, 2021 (incorporated by reference to Appendix A of Tenneco's Definitive Proxy Statement filed on April 1, 2021).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)