UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.      )

 

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   Definitive Proxy Statement

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Tenneco Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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SEC 1913 (02-02)

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*** Exercise Your Right to Vote *** Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 12, 2020. Meeting Information TENNECO INC. Meeting Type: Annual Meeting For holders as of: March 25, 2020 Date: May 12, 2020 Time: 10:00 AM CDT Location: Meeting live via the Internet-please visit www.virtualshareholdermeeting.com/TEN2020. The company will be hosting the meeting live via the Internet this year. To attend the meeting via the Internet please visit www.virtualshareholdermeeting.com/TEN2020 and be sure to have the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the following page). TENNECO INC. 500 N. FIELD DRIVE LAKE FOREST, IL 60045 ATTN: BRANDON B. SMITH You are receiving this communication because you hold shares in the company named above. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting. D08119-P38563-Z76726 See the reverse side of this notice to obtain proxy materials and voting instructions. Before You Vote How to Access the Proxy Materials Proxy Materials Available to VIEW or RECEIVE: NOTICE AND PROXY STATEMENT FORM 10-K 401K LETTER How to View Online: Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the following page) and visit: www.proxyvote.com. How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET: www.proxyvote.com 2) BY TELEPHONE: 1-800-579-1639 3) BY E-MAIL*: sendmaterial@proxyvote.com * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the following page) in the subject line. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 28, 2020 to facilitate timely delivery. How To Vote D08120-P38563-Z76726 Please Choose One of the Following Voting Methods Vote By Internet: Before The Meeting: Go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the following page) available and follow the instructions. During The Meeting: Go to www.virtualshareholdermeeting.com/TEN2020. Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the following page) available and follow the instructions. Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. The Board of Directors recommends you vote FOR the following: The Board of Directors recommends you vote FOR proposals 2, 3 and 4. 1. Elect the following 11 director nominees: Nominees: 2. Ratify appointment of PricewaterhouseCoopers LLP as independent public accountants for 2020. 1a. Roy V. Armes 3. Approve executive compensation in an advisory vote. 1b. SungHwan Cho 1c. Thomas C. Freyman 4. Approve the Tenneco Inc. 2006 Long-Term Incentive Plan, as amended and restated. 1d. Denise Gray NOTE: In the discretion of the Proxies named in the proxy card, the Proxies are authorized to vote upon such other matters as may properly come before the meeting (or any adjournment or postponement thereof). 1e. Brian J. Kesseler 1f. Dennis J. Letham 1g. James S. Metcalf 1h. Aleksandra A. Miziolek D08121-P38563-Z76726 1i. Gregg M. Sherrill 1j. Charles K. Stevens, III 1k. Jane L. Warner D08122-P38563-Z76726

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