Tennant Company Announces 2024 Annual Meeting of Shareholders

TL;DR

<b>Tennant Company is holding its virtual Annual Meeting of Shareholders on May 1, 2024, and reflecting on a successful 2023 driven by strategic execution and board leadership transitions.</b>

AI Summary

TENNANT CO (TNC) filed a Proxy Statement (DEF 14A) with the SEC on March 21, 2024. Annual Meeting of Shareholders to be held virtually on May 1, 2024, at 10:30 a.m. Central Time. Steve Sonnenberg to retire from the Board of Directors after significant service since 2005, including Chair of the Board from 2021-2023. Maria Green appointed Chair of the Governance Committee, succeeding Carol Eicher. Tim Morse appointed Chair of the Audit Committee, succeeding the current Chair of the Board. Company highlights a strong 2023 with accelerated growth and financial returns, attributing success to strategic actions and investments during recent economic and supply chain challenges.

Why It Matters

For investors and stakeholders tracking TENNANT CO, this filing contains several important signals. Shareholders will vote on key governance matters and elect directors at the virtual meeting. The company is highlighting its successful navigation of recent economic challenges and improved financial performance in 2023, signaling a positive outlook.

Risk Assessment

Risk Level: low — TENNANT CO shows low risk based on this filing. The filing is a routine proxy statement for an annual meeting, with no immediate negative financial or operational disclosures, indicating low immediate risk.

Analyst Insight

Shareholders should review the proxy materials to vote on director elections and other governance proposals at the upcoming annual meeting.

Key Numbers

• May 1, 2024 — Annual Meeting Date (Date of the Annual Meeting of Shareholders)
• 10:30 a.m. Central Time — Meeting Time (Time of the Annual Meeting of Shareholders)
• 2023 — Performance Year (Year of accelerated growth and financial returns)
• 2005 — Board Service Start (Year Steve Sonnenberg joined the Board)
• 2021-2023 — Chair of the Board Tenure (Steve Sonnenberg's tenure as Chair of the Board)

Key Players & Entities

• TENNANT COMPANY (company) — Registrant name
• Steve Sonnenberg (person) — Retiring Board member
• Maria Green (person) — New Governance Committee Chair
• Carol Eicher (person) — Previous Governance Committee Chair
• Tim Morse (person) — New Audit Committee Chair
• May 1, 2024 (date) — Annual Meeting date
• 2023 (date) — Fiscal year of strong performance
• 2005 (date) — Start of Steve Sonnenberg's board service

FAQ

Risk Factors

• Board Leadership Transitions [low — operational]: Transitions in committee chairs (Governance and Audit) were managed seamlessly, indicating robust board processes and succession planning.
• Economic and Supply Chain Challenges [low — market]: The company successfully navigated economic and supply chain crises over the past three years, leading to accelerated growth in 2023.

Industry Context

Tennant Company operates in the industrial machinery sector, focusing on cleaning and floor maintenance equipment. The company's performance is influenced by global economic conditions and industrial spending.

Regulatory Implications

This filing is a Schedule 14A (DEF 14A), a definitive proxy statement required by the SEC for public companies soliciting shareholder votes.

What Investors Should Do

1. Review the proxy statement for details on director nominees and proposals.
2. Participate in the virtual Annual Meeting on May 1, 2024, to vote electronically.
3. Monitor future filings for updated financial performance and strategic initiatives.

Key Dates

• 2024-05-01: Annual Meeting of Shareholders — Shareholders will vote on director elections and governance matters.

Year-Over-Year Comparison

This filing is a proxy statement for the upcoming annual meeting and does not contain comparative financial data from a previous filing. It focuses on governance and the company's outlook.

Filing Documents

• tm242706-d2_def14a.htm (DEF 14A) — 1889KB
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• 0001104659-24-037248.txt (&nbsp;) — 5045KB
• tnc-20240322.xsd (EX-101.SCH) — 10KB
• tnc-20240322_def.xml (EX-101.DEF) — 7KB
• tnc-20240322_lab.xml (EX-101.LAB) — 33KB
• tnc-20240322_pre.xml (EX-101.PRE) — 10KB
• tm242706-d2_def14a_htm.xml (XML) — 126KB

—ELECTION OF DIRECTORS

ITEM 1—ELECTION OF DIRECTORS 23 AUDIT COMMITTEE AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM INFORMATION 24 Fees Paid to Independent Registered Public Accounting Firm 24 Audit Committee Report 24

—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

ITEM 2—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 26

EXECUTIVE COMPENSATION INFORMATION

EXECUTIVE COMPENSATION INFORMATION 27 Compensation Discussion and Analysis 27 Compensation Committee Report 41 Summary Compensation Table 42 Grants of Plan-Based Awards in Fiscal 2023 Table 44 Outstanding Equity Awards at 2023 Fiscal Year-End 46 Option Exercises and Stock Vested in 2023 47 Non-Qualified Deferred Compensation in 2023 47 Agreements and Arrangements with Named Executives 48 Potential Payments upon Termination or Change in Control 52 CEO Pay Ratio 53 Pay Versus Performance 53 Equity Compensation Plan Information 58

—ADVISORY APPROVAL OF EXECUTIVE COMPENSATION

ITEM 3—ADVISORY APPROVAL OF EXECUTIVE COMPENSATION 59

—APPROVE THE TENNANT COMPANY AMENDED AND RESTATED 2020 STOCK INCENTIVE PLAN

ITEM 4—APPROVE THE TENNANT COMPANY AMENDED AND RESTATED 2020 STOCK INCENTIVE PLAN 60 OTHER INFORMATION 68

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 68 Delinquent Section 16(a) Reports 69 Related-Person Transaction Approval Policy 69 Political Contribution Policy 70 Shareholder Proposals and Nominations 70 APPENDIX A A-1 TABLE OF CONTENTS NOTICE OF ANNUAL MEETING OF SHAREHOLDERS Time and Date: Wednesday, May 1, 2024, at 10:30 a.m. Central Time How to Attend: The meeting will be completely virtual. You may attend the online meeting and vote your shares electronically during the meeting via the Internet by visiting www.virtualshareholdermeeting.com/TNC2024. To enter the Annual Meeting, you will need the 16-digit control number that is printed in the box marked by the arrow in your Notice of Internet Availability of Proxy Materials. We recommend that you log in at least 15 minutes before the meeting to ensure that you are logged in when the meeting starts. Items of Business: (1) Elect two Class II directors for three-year terms, such that the total number of directors is eight; (2) Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2024; (3) Advisory approval of executive compensation; and (4) Approve the Tennant Company Amended and Restated 2020 Stock Incentive Plan. Who May Vote: You may vote if you were a shareholder of record as of the close of business on March 6, 2024. Proxy Voting: It is important that your shares are voted, whether or not you join the virtual meeting. You are encouraged to vote your shares via the Internet, as instructed in the Notice of Internet Availability of Proxy Materials, as soon as possible. You may also follow the instructions in the Notice of Internet Availability of Proxy Materials to vote by telephone or request a paper proxy card, which will include a reply envelope, to submit your vote by mail. Your prompt response will help reduce solicitation costs incurred by us. Kristin A. Erickson, Senior Vice Pr

: Elect two Class II directors to three-year terms

Item 1: Elect two Class II directors to three-year terms. Majority of votes cast (the votes cast FOR the nominee exceed the votes cast AGAINST the nominee) (3) FOR AGAINST ABSTAIN FOR No None Item 2: Ratify the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for 2024 Majority of shares present or represented by proxy at the meeting and entitled to vote (4) FOR AGAINST ABSTAIN FOR Yes AGAINST

: Advisory approval of executive compensation

Item 3: Advisory approval of executive compensation We will consider shareholders to have approved the advisory vote on our executive compensation if the votes cast FOR exceed the votes cast AGAINST FOR AGAINST ABSTAIN FOR No None

: Approve the Tennant Company Amended and Restated 2020 Stock Incentive Plan

Item 4 : Approve the Tennant Company Amended and Restated 2020 Stock Incentive Plan Majority of the shares present or represented by proxy at the meeting and entitled to vote (4) FOR AGAINST ABSTAIN FOR No AGAINST (1) If you submit a proxy without giving specific voting instructions, your shares will be voted in accordance with the Board's recommendations set forth in the table. (2) If broker discretionary voting is not allowed, your broker will not be able to vote your shares on these matters. A broker non-vote will have no effect on the matter except in the case of Items 2 and 4 where a broker non-vote will have the same effect as a vote AGAINST if a majority of the voting power of the minimum number of shares entitled to vote that would constitute a quorum at the annual meeting is required in order to approve the item as described in footnote (4) below. (3) To address a provision in Minnesota law that allows a director who has not been re-elected to remain in 3 TABLE OF CONTENTS office until a successor is elected and qualified, we have a policy requiring any director who does not receive a greater number of votes FOR than AGAINST his or her election in an uncontested election to tender his or her resignation from the Board. Under this policy, the Board, upon recommendation of our Governance Committee, will determine whether to accept or reject the offer to resign and disclose its decision and rationale within 90 days after the date of the election. The text of this policy appears in our Corporate Governance Principles, which is available on our website. (4) If greater, the vote required is a majority of the voting power of the minimum number of shares entitled to vote that would constitute a quorum at the Annual Meeting. W ho will pay the cost of this proxy solicitation ? We will bear the cost of solicitation. Proxies may be solicited on our behalf by directors, officers, employees or others, in person or by telephone, elect

View Full Filing

View this DEF 14A filing on SEC EDGAR