UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
Current Report
Pursuant To Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): March 4, 2008
TENNECO INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-12387 76-0515284
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer of Incorporation
incorporation or organization) 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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BY-LAWS; CHANGE IN FISCAL
YEAR
On March 4, 2008, the Board of Directors of Tenneco Inc. ("Tenneco")
adopted resolutions amending its Amended By-Laws (the "By-Laws"). The principal
purposes of the amendment were to (i) modernize the By-Laws and (ii) adopt a
majority vote standard in uncontested elections of directors. The effective date
of the By-Laws is March 4, 2008. The following is a summary of the substantive
amendments to the By-Laws. Other amendments were made to clarify existing
language but did not change the meaning. The summary does not purport to be
complete as to all of the changes or, with respect to any given change, as to
all aspects of such change. The summary is qualified in its entirety by
reference to the By-Laws of Tenneco, filed as an exhibit to this Current Report
on Form 8-K and incorporated herein by reference.
1. Section 6 of Article I of the By-Laws was amended to modify the
procedure by which directors are elected. Under Section 6 as amended, each
director in any uncontested election is elected by the vote of a majority of the
votes cast, meaning the votes cast "for" the director's election exceed the
votes cast "against" the director's election, with "abstentions" and "broker
non-votes" not counting as votes cast either "for" or "against" that director's
election. Prior to the amendment, directors were elected by a plurality of the
votes cast. In any contested election (i.e., an election where, as of a
specified date prior to the meeting, the number of nominees exceeds the number
of directors to be elected), the plurality vote standard continues to apply.
Section 6 provides that any question or matter presented to the stockholders
other than the election of directors shall continue to be decided by the
affirmative vote of the holders of a majority in voting power of Tenneco stock
present and entitled to vote thereon, except as otherwise provided by Tenneco's
Restated Certificate of Incorporation, the By-Laws, applicable law or the rules
and regulations of any stock exchange or other regulations to which Tenneco or
its stock is subject.
Section 1 of Article II of the By-Laws was amended to provide that, under
the new "majority voting" by-law, an incumbent director may become a nominee for
further service on the Board of Directors only if the incumbent director submits
an irrevocable resignation that is contingent on his/her not receiving a
majority vote in an uncontested election and the Board of Directors' acceptance
of such resignation. If the incumbent director does not receive a majority vote
in an uncontested election, the Compensation/Nominating/Governance Committee of
the Board of Directors will recommend to the Board of Directors whether to
accept or reject the resignation. The Board of Directors will decide, and make a
public disclosure of its decision, providing the rationale behind its decision
within 90 days after the annual meeting if the resignation is rejected. The
Board of Directors may either fill the vacancy or decrease the size of the Board
of Directors.
2. Section 1 of Article II was further amended to allow directors to give
notice of resignation in writing or by electronic transmission. When a director
resigns, such resignation is effective either at the time specified therein, or
upon receipt by the Board of Directors. Except as otherwise provided by law or
the Restated Certificate of Incorporation, any vacancy occurring in the Board of
Directors, for whatever reason, may be filled by a majority of the remaining
members of the Board, although less than a quorum, or by a sole remaining
director, and each director so elected shall hold office until the expiration of
the term of the director whom he or she has replaced.
3. Section 9 of Article I was amended to reflect that, in connection with
any meeting of Tenneco's stockholders, Tenneco's Board of Directors or Chairman
may adopt rules regarding the adjournment of the meeting by the chairman of the
meeting or by a vote of the shares present in person or by proxy at the meeting.
4. Section 2 of Article IV was amended to reflect that, consistent with
past Tenneco practice, all of Tenneco's officers shall be elected by Tenneco's
Board of Directors.
5. Section 14 of Article IV was amended to provide that an indemnitee
under the indemnification provisions of Tenneco's By-Laws may only file a claim
for indemnification following the final disposition of the applicable action,
suit or proceeding.
6. Section 2 of Article V was amended to provide transfer provisions for
uncertificated shares of Tenneco's common stock.
7. Section 3 of Article V was amended to provide transfer provisions for
uncertificated shares of Tenneco's common stock.
8. Section 3 of Article VII was amended to provide for electronic waivers
of annual or special stockholder meetings and to extend the waiver provisions to
meetings of Tenneco's Board of Directors or any committee of the Board of
Directors.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No. Description
99.1 By-Laws of Tenneco Inc. as Amended March 4, 2008
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.
TENNECO INC.
Date: March 10, 2008 By: /s/ David A. Wardell
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David A. Wardell
Senior Vice President, General
Counsel and Corporate Secretary