Tenneco Inc. (NYSE: TEN) today announced the appointment of Aleksandra (“Aleks”) Miziolek to its Board of Directors, effective immediately. The Company also announced that it appointed Ms. Miziolek and Roy Armes, who joined the Board on March 10, 2020, to its Nominating and Governance Committee effective April 1, 2020.
In connection with the appointment of Ms. Miziolek, the Board will temporarily expand to 13 directors, 11 of whom are independent, until the 2020 Annual Meeting, at which point the Tenneco Board will be reduced to 11 directors. Director David B. Price, Jr. will not stand for reelection at the 2020 Annual Meeting, along with Roger Porter, as previously announced. Given the refreshment the Board has undergone since the beginning of 2020, the Board’s nominees for the 2020 Annual Meeting will include Roy Armes, SungHwan Cho, Thomas C. Freyman, Denise Gray, Brian J. Kesseler, Dennis J. Letham, James S. Metcalf, Aleks Miziolek, Gregg M. Sherrill, Charles K. Stevens III and Jane L. Warner.
“We are pleased to welcome Aleks to the Board,” said Dennis Letham, incoming Lead Independent Director of the Tenneco Board. “Aleks’ appointment follows the recent additions of Roy Armes and Chuck Stevens and demonstrates our continued commitment to enhancing our Board with fresh perspectives for the benefit of all stockholders. Aleks’ in-depth knowledge of the automotive industry, experience leading transformational initiatives and significant legal expertise will make her a valuable addition to our recently refreshed boardroom. I look forward to working with Aleks and the other directors as we continue to oversee the successful execution of Tenneco’s strategy to deliver on our strategic and financial objectives.”
“I am honored to join Tenneco’s Board at this important time,” said Ms. Miziolek. “I look forward to working with my fellow directors and the management team to build on Tenneco’s momentum and capitalize on the opportunities ahead.”
“We are grateful to David for his invaluable contributions to our Board during his many years of service as a Tenneco director,” said Gregg Sherrill, Chairman of the Board. “His strategic, operational and financial counsel have helped guide management as the Company has worked through significant changes and successfully navigated our dynamic industry.”
The Company also today announced that it entered into a Cooperation Agreement with Protean Services LLC (“Protean”), a stockholder of the Company. Under the terms of the agreement, Protean will withdraw its slate of directors and vote all of its shares in favor of each of the Tenneco Board’s nominees at the Company’s upcoming Annual Meeting. Protean will also be subject to certain customary standstill provisions for a one-year period ending prior to the 2021 Annual Meeting. The full agreement between Tenneco and Protean will be filed on a Form 8-K with the U.S. Securities and Exchange Commission (the “SEC”).
“Over the past three months, Tenneco has taken a number of positive steps to strengthen its corporate governance practices, including refreshing its Board with highly qualified individuals and reconstituting its board committees to further improve oversight of management,” said Daniel Ninivaggi, Managing Member of Protean. “I support the governance actions the Board has taken and believe in the Company’s long-term prospects.”
Lazard served as a strategic advisor and Kirkland & Ellis LLP served as legal counsel with respect to the Cooperation Agreement and the Board refreshment process.
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SOURCE: Tenneco
