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TMCNet:  TENNANT CO FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders

[April 25, 2014]

TENNANT CO FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders

(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Company disclosed in its Proxy Statement for the 2014 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on March 10, 2014 (the "2014 Proxy Statement") that the restricted stock unit ("RSU") component of the 2011 - 2013 Long-Term Incentive Plan ("LTIP") would vest based on achievement of certain Incentive Return On Invested Capital ("ROIC") metrics.


The Company disclosed in the 2014 Proxy Statement that the Company achieved its internal three-year target Incentive ROIC, which entitled the Named Executives to receive a payout equal to 100% of their target RSUs, which were paid out in shares. The shares to be issued upon payout of the RSUs were included in the Number of Shares Acquired Upon Vesting column of the Option Exercises and Stock Vested in 2013 table.

The Company also disclosed that additional RSUs (up to an additional 100% of the target RSUs) that could be earned based on the Company's three-year Incentive ROIC relative to its Peer Group would not be determinable until April 2014. On April 23, 2014, the Compensation Committee of the Company's Board of Directors certified the Company's relative three-year Incentive ROIC results at the 81st percentile of the Peer Group, which resulted in an additional payout of RSUs equal to 100% of target. As a result, the Named Executives earned a total of 200% of their target RSUs. As provided in the 2011 - 2013 LTIP, such RSUs will be paid out in shares. Accordingly, the Named Executives received the following amounts: Mr. Killingstad, 32,692 shares, valued at $2,098,826; Mr. Paulson, 8,572 shares, valued at $550,322; Mr. Dybsky, 5,708 shares, valued at $366,454; Mr. Eckert, 6,018 shares, valued at $386,356; and Mr. Westman, 7,000 shares, valued at $449,400.

Capitalized terms used in this Current Report on Form 8-K that are not defined herein have the meanings given to them in the 2014 Proxy Statement.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Shareholders on April 23, 2014, for purposes of electing four directors, ratifying the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2014, and providing advisory approval of executive compensation. Results of shareholder voting on these matters were as follows: Broker For Withhold Non-Vote 1. Each of the following four Class I directors was elected for a three-year term expiring in 2017: Carol S. Eicher 16,200,208 463,712 850,356 David Mathieson 16,264,160 399,760 850,356 Donal L. Mulligan 16,274,575 389,345 850,356 Stephen G. Shank 16,249,517 414,403 850,356 -------------------------------------------------------------------------------- Broker For Against Abstain Non-Vote 2. The appointment of KPMG LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2014 was ratified. 16,306,556 1,139,756 67,964 0 3. Advisory approval of executive compensation was received. 15,533,275 276,062 854,583 850,356 There were 18,493,451 shares of common stock entitled to vote at the meeting and a total of 17,514,276 (94.70%) shares were represented at the meeting.

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