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TNC > SEC Filings for TNC > Form 8-K on 25-Apr-2014All Recent SEC Filings

Show all filings for TENNANT CO

Form 8-K for TENNANT CO


25-Apr-2014

Change in Directors or Principal Officers, Submission of Matters to a Vote of Security


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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