LAKE FOREST, Ill., March 10, 2020 /PRNewswire/ -- Tenneco Inc.
(NYSE: TEN) today announced, as part of its ongoing Board
refreshment process, the appointment of Roy
Armes to its Board of Directors, effective immediately. In
connection with this appointment, the Board will temporarily expand
to 12 directors, 10 of whom are independent, until the 2020 Annual
Meeting, at which point the Tenneco Board will be reduced to 11
directors. Director Roger Porter has
announced that he will not stand for reelection at the 2020 Annual
Meeting.
"This appointment, which follows the addition of Chuck Stevens as an independent director and
recent governance improvements, reflects our commitment to
continuously review the Board's capabilities and enhance our
membership for the benefit of all Tenneco shareholders," said
Dennis Letham, incoming Lead
Independent Director of the Tenneco Board. "Roy brings significant
industry knowledge and aftermarket experience as well as public
company board experience and new perspectives that will be
invaluable to Tenneco. I look forward to working with Roy as we
continue to oversee the management team's execution of our
Accelerate program and position the Company for success."
"On behalf of the entire Board, I would also like to thank Roger
for his many years of dedicated service to Tenneco," said
Gregg Sherrill, Chairman of the
Board. "During his time on our board, he's helped the company
navigate significant paradigm shifts in mobility, the introduction
of new competitors and macro-economic trends that impact the entire
industry. Through it all, his leadership, wisdom and significant
contributions have helped Tenneco achieve key milestones in the
Company's history."
"The Tenneco Board is taking purposeful steps to achieve its
financial and operational objectives and I am excited to join the
effort," said Mr. Armes. "With two world-class businesses and a
strategic review process underway, Tenneco is uniquely positioned
to generate value for all shareholders."
About Roy
Armes
Roy Armes brings
significant industry knowledge and experience in the automotive
aftermarket and with original equipment manufacturers, the two
primary channels through which Tenneco sells its products. Mr.
Armes is the former Chairman, President and CEO of Cooper Tire
& Rubber Company, a global company that specializes in the
design, manufacture, marketing and sales of passenger car, light
and medium truck, motorcycle and racing tires. Prior to joining
Cooper in January 2007, Mr. Armes
concluded an extensive career at Whirlpool Corporation, where he
served in a variety of leadership positions across the company,
both in the U.S. and key emerging markets globally, most recently
serving as Senior Vice President, Project Management Office. Mr.
Armes currently serves as a director on the boards of AGCO
Corporation since 2013 and The Manitowoc Company, Inc. since 2018.
He formerly was a board member of JLG Industries, Inc. and chairman
of the Rubber Manufacturers Association. Mr. Armes holds a
bachelor's degree in mechanical engineering from the University of Toledo, where he now serves on the
Board of Trustees.
About Tenneco
Headquartered in Lake Forest, Illinois, Tenneco is one of the
world's leading designers, manufacturers and marketers of
Aftermarket, Ride Performance, Clean Air and Powertrain products
and technology solutions for diversified markets, including light
vehicle, commercial truck, off-highway, industrial and the
aftermarket, with 2019 revenues of $17.45
billion and approximately 78,000 employees worldwide. On
October 1, 2018, Tenneco completed
the acquisition of Federal-Mogul, a leading global supplier to
original equipment ("OE") manufacturers and the aftermarket.
Additionally, the company expects to separate its businesses to
form two new, independent companies, an Aftermarket and Ride
Performance company as well as a new Powertrain Technology
company.
Forward-Looking Statements
This press release contains
forward-looking statements. These forward-looking statements relate
to Tenneco Inc.'s (the "Company," "we," "us," or "our") planned
separation into a powertrain technology company and an aftermarket
and ride performance company. The words "may," "will," "believe,"
"should," "could," "plan," "expect," "anticipate," "estimate," and
similar expressions (and variations thereof), identify these
forward-looking statements. These forward-looking statements
are based on the current expectations of the Company (including its
subsidiaries). Because these statements involve risks and
uncertainties, actual results may differ materially from the
expectations expressed in the forward-looking statements. Important
factors that could cause actual results to differ materially from
the expectations reflected in the forward-looking statements
include: the ability to identify and consummate strategic
alternatives that yield additional value for shareholders; the
timing, benefits and outcome of the Company's strategic review
process; the structure, terms and specific risk and uncertainties
associated with any potential strategic alternative; potential
disruptions in the Company's business and stock price as a result
of its exploration, review and pursuit of any strategic
alternatives; the risk the Company may not complete a separation of
its powertrain technology business and its aftermarket and ride
performance business (or achieve some or all of the anticipated
benefits of the separation); the risk the combined company and each
separate company following the separation will underperform
relative to expectations; the ongoing transaction costs and risk
the Company may incur greater costs following separation of the
business; the risk the spin-off is determined to be a taxable
transaction; the risk the benefits of the acquisition of
Federal-Mogul LLC ("Federal-Mogul"), including synergies, may not
be fully realized or may take longer to realize than expected; the
risk the acquisition of Federal-Mogul may not advance the Company's
business strategy; the risk the Company may experience difficulty
integrating or separating employees or operations; and the risk the
transaction may have an adverse effect on existing arrangements
with the Company and its subsidiaries, including those related to
transition, manufacturing and supply services and tax matters; the
Company's ability to retain and hire key personnel; or the
Company's ability to maintain relationships with customers,
suppliers or other business partners. The Company undertakes no
obligation to update any forward-looking statement to reflect
events or circumstances after the date of this press release.
Additional information regarding these risk factors and
uncertainties is, and will be, detailed from time to time in the
Company's SEC filings, including but not limited to its annual
report on Form 10-K for the year ended December 31, 2019.
Additional Information and Where to Find It
The
Company intends to file a proxy statement and a form of associated
white proxy card with the U.S. Securities and Exchange Commission
(the "SEC") in connection with the solicitation of proxies for the
Company's 2020 Annual Meeting of Shareholders. The Company's
shareholders are strongly encouraged to read the definitive proxy
statement, the accompanying proxy card and other documents filed
with the SEC carefully in their entirety when they become available
because they will contain important information. The Company's
shareholders will be able to obtain any proxy statement, any
amendments or supplements to the proxy statement and other
documents filed by the Company with the SEC free of charge at the
SEC's website at www.sec.gov. Copies will also be available
free of charge at the Company's website at
www.tenneco.com.
Certain Information Regarding Participants
The
Company, its directors and certain of its executive officers will
be participants in the solicitation of proxies from the Company's
shareholders in connection with the matters to be considered at the
Company's 2020 Annual Meeting of Shareholders. Information about
the Company's directors and executive officers is available in the
Company's proxy statement filed with the SEC on April 3, 2019 with respect to the Company's 2019
Annual Meeting of Shareholders and, with respect to directors and
executive officers appointed following such date, in certain of the
Company's other SEC filings made subsequent to the date of such
proxy statement. To the extent holdings of the Company's securities
by such directors or executive officers have changed since the
amounts printed in the proxy statement, such changes have been or
will be reflected on Initial Statements of Beneficial Ownership on
Form 3 or Statements of Changes in Beneficial Ownership on Form 4
filed with the SEC.
Tenneco Contacts:
Linae Golla
Investor Inquiries
847 482-5162
lgolla@tenneco.com
or
Bill Dawson
Media Inquiries
847 482-5807
bdawson@tenneco.com
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SOURCE Tenneco Inc.