UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

Current Report
Pursuant To Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 26, 2011 (May 18, 2011)

TENNECO INC.

(Exact Name of Registrant as Specified in Charter)

Delaware (State or other jurisdiction of incorporation or organization)		1-12387 (Commission File Number)		76-0515284 (I.R.S. Employer of Incorporation Identification No.)

500 NORTH FIELD DRIVE, LAKE FOREST, ILLINOIS		60045
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (847) 482-5000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

     This Form 8-K/A amends and supplements the Current Report on Form 8-K of Tenneco Inc. (the “Company”), originally filed with the Securities and Exchange Commission on May 18, 2011 (the “Initial Filing”). The sole purpose for filing this Form 8-K/A is to disclose the Company’s determination with respect to the frequency of future non-binding advisory votes on the Company’s executive compensation by the Company’s stockholders (each, a “say-on-pay vote”), as reflected in the last paragraph of Item 5.07 below.

Item 5.07 Submission of Matters to a Vote of Security Holders

On May 18, 2011, Tenneco Inc. (the “Company”) held its 2011 Annual Meeting of Stockholders. The stockholders voted on the matters set forth below. A copy of the press release announcing the voting results is attached as Exhibit 99.1.

Nominee		Votes For				Votes Against				Abstentions				Broker Non Votes
Charles W. Cramb			51,298,345				75,756				73,615				4,536,252
Dennis J. Letham			50,280,625				1,094,504				72,587				4,536,252
Hari N. Nair			50,676,650				735,880				35,186				4,536,252
Roger B. Porter			49,617,603				1,755,609				74,504				4,536,252
David B. Price, Jr.			50,098,108				1,277,906				71,702				4,536,252
Gregg M. Sherrill			50,076,972				1,339,452				31,292				4,536,252
Paul T. Stecko			48,660,869				2,713,356				73,491				4,536,252
Mitsunobu Takeuchi			51,364,605				45,010				38,101				4,536,252
Jane L. Warner			49,595,490				1,817,243				34,983				4,536,252

Votes for			55,817,686
Votes against			119,372
Abstentions			46,910

There were no broker non-votes for this item.

Votes for			47,375,671
Votes against			2,375,409
Abstentions			1,696,636
Broker non-votes			4,536,252

Every one year			44,999,835
Every two years			94,229
Every three years			4,738,955
Abstentions			1,614,697

     A majority of the votes cast at the Annual Meeting were voted in favor of an annual say-on-pay vote. This vote was consistent with the recommendation of the Company’s Board of Directors in the Proxy Statement for the Annual Meeting. After considering the results of the stockholder advisory vote, at a meeting held on July 20, 2011, the Company’s Board of Directors, upon a recommendation by the Compensation/Nominating/Governance Committee of the Company’s Board of Directors, determined that the Company will hold an annual say-on-pay vote until the next advisory vote on the frequency of future say-on-pay votes. The next required advisory vote on the frequency will occur no later than 2017.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.