LAKE FOREST, Ill., March 19, 2020 /PRNewswire/ -- 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.
About Aleks Miziolek
In
2019, Aleks Miziolek concluded an
approximately 6-year tenure with Cooper-Standard Holdings Inc.
(NYSE: CPS), a leading global supplier of systems and components
for the automotive industry, most recently serving as Chief
Transformation Officer. In this role, Ms. Miziolek led crucial
transformation initiatives aimed at increasing profitability and
was actively involved in the development of the Company's growth
strategy for its nonautomotive specialty markets and material
science businesses. She also served as Cooper-Standard Holdings'
Senior Vice President, General Counsel, Secretary and Chief
Compliance Officer beginning in 2014. Prior to joining
Cooper-Standard Holdings, Ms. Miziolek spent 32 years with the law
firm of Dykema Gossett, where she
held several key leadership positions, such as Director of the
Automotive Industry Group, and built a successful M&A and
infrastructure practice spanning multiple industries. She is also
an NACD Governance Fellow and serves on the Transportation and
Infrastructure Policy Committee of the National Association of
Manufacturers. Ms. Miziolek holds a juris doctor and bachelor's
degree from Wayne State University.
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 manufacturers and the aftermarket.
Additionally, the company expects to separate its divisions to form
two new, independent companies: DRiV, an Aftermarket and Ride
Performance company, and New Tenneco, a 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 stockholders; 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 SEC in connection with the solicitation
of proxies for the Company's 2020 Annual Meeting of Stockholders.
The Company's stockholders 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 stockholders 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
stockholders in connection with the matters to be considered at the
Company's 2020 Annual Meeting of Stockholders. 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 Stockholders 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:
Investor inquiries:
Linae Golla
847-482-5162
lgolla@tenneco.com
Rich Kwas
248-849-1340
rich.kwas@tenneco.com
Media inquiries:
Bill Dawson
847-482-5807
bdawson@tenneco.com
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SOURCE Tenneco Inc.