UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 18, 2012 (January 18, 2012)
TENNECO INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 1-12387 | 76-0515284 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Tenneco Inc. (the “Company”) is filing as Exhibits 10.1, 10.2 and 10.3 to this Form 8-K a revised form of restricted stock award for non-employee directors, restricted stock agreement for employees and stock option agreement for employees, in each case under the Company’s 2006 Long-Term Incentive Plan (as the same may be amended from time to time in accordance with its terms).
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit No. | Description | |
| 10.1 | Form of Restricted Stock Award for Non-Employee Directors. | |
| 10.2 | Form of Restricted Stock Agreement for Employees. | |
| 10.3 | Form of Non-Qualified Stock Option Agreement for Employees. | |
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: January 18, 2012 | By: | /s/ James D. Harrington | ||||
| James D. Harrington | ||||||
| Senior Vice President, General Counsel | ||||||
| and Corporate Secretary | ||||||