Current Report Filing (8-k)
July 10 2020 - 8:01AM
Edgar (US Regulatory)
0000097134
false
0000097134
2020-07-07
2020-07-08
iso4217:USD
xbrli:shares
iso4217:USD
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported)
July 8, 2020
TENNANT COMPANY
(Exact
Name of Registrant as Specified in Its Charter)
|
Minnesota
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1-16191
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41-0572550
|
(State
or Other Jurisdiction
of Incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification No.)
|
701 North Lilac Drive, P.O. Box 1452
Minneapolis, Minnesota 55440
(Address
of Principal Executive Offices, including Zip Code)
(763)
540-1200
(Registrant’s
Telephone Number, including Area Code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered or to be registered pursuant to Section
12(b) of the Act:
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Title of each class
|
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, par value $0.375 per share
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TNC
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act
of 1934 (17 CFR §240.12b-2).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(b) On July 8, 2020, Mary E. Talbott resigned
as Senior Vice President, General Counsel and Secretary of the company, effective immediately.
(e) In connection with the cessation of
her employment, Ms. Talbott and the company entered into a separation agreement, dated July 8, 2020, which is filed as Exhibit
10 to this Current Report on Form 8-K and is incorporated by reference herein. Under the terms of the separation agreement, which
contains a general waiver and release of claims, Ms. Talbott will receive $345,000 in separation pay representing one year of her
base salary, which will be paid in a lump sum. She will receive a lump sum payment of $98,774, representing a pro-rated portion
of her short-term incentive plan compensation at target. All unvested equity awards are deemed forfeited, except that vesting of
her sign-on restricted stock unit award granted on February 26, 2019 for 3,142 shares will be fully accelerated. In addition, her
relocation cost reimbursement obligation will be forgiven, the company will continue to pay certain benefits costs for 18 months,
and Ms. Talbott will receive payment to cover certain outplacement benefits. Among the commitments entered into in the separation
agreement, Ms. Talbott has agreed to certain post-employment non-solicitation and non-disclosure provisions.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
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104
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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
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SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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TENNANT COMPANY
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Date: July 10, 2020
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By:
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/s/ H. Chris Killingstad
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H. Chris Killingstad
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President and Chief Executive Officer
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