Summary of TENNECO INC - Yahoo! Finance

Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibit

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On May 16, 2012, Tenneco Inc. (the "Company") held its 2012 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.

1. The nominees for election to the Board of Directors were elected, each for a one-year term, based upon the following votes:

Nominee                            Votes For         Votes Against        Abstentions        Broker Non Votes
Dennis J. Letham                    50,855,595            1,114,770             36,248               4,146,461
Hari N. Nair                        49,870,170            2,049,092             89,801               4,146,461
Roger B. Porter                     49,649,075            2,304,716             55,272               4,146,461
David B. Price, Jr.                 49,979,500            1,974,084             55,479               4,146,461
Gregg M. Sherrill                   48,846,963            3,116,150             45,950               4,146,461
Paul T. Stecko                      49,288,485            2,666,051             54,527               4,146,461
Mitsunobu Takeuchi                  50,994,199              961,691             53,173               4,146,461
Jane L. Warner                      50,830,073            1,121,457             57,533               4,146,461

2. The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accountants for the fiscal year 2012 was approved based upon the following votes:

                           Votes for         56,051,450
                           Votes against         84,246
                           Abstentions           19,828

There were no broker non-votes for this item.

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

                         Votes for            48,413,451
                         Votes against         1,813,252
                         Abstentions           1,782,360
                         Broker non-votes      4,146,461