Form 8-K - Current report

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) May 15, 2024

TENNANT COMPANY

(Exact name of registrant as specified in its charter)

Minnesota	1-16191	41-0572550
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

10400 Clean Street

Eden Prairie, Minnesota

55344-2650

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (763) 540-1200

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 pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.375 per share		TNC		New York Stock Exchange

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. ¨

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 13, 2024, the Board of Directors (the “Board”) of Tennant Company (the “Company”) elected Mark W. Sheahan as a member of the Board effective May 15, 2024. Mr. Sheahan will stand for re-election at the 2025 Annual Meeting of Shareholders as a member of Class II, to a term that expires at the 2027 annual meeting of shareholders. Mr. Sheahan was also appointed to serve as a member of the Audit Committee and Executive Committee of the Board. A copy of the press release announcing Mr. Sheahan’s election to the Board is attached as Exhibit 99.

Mr. Sheahan will receive the standard non-employee director compensation, the terms of which were disclosed in the Company’s Proxy Statement for the 2024 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on March 21, 2024, including a pro-rata amount of the annual compensation for his service from his election until the 2025 annual meeting of shareholders.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

News release, dated May 15, 2024 announcing election of Mark W. Sheahan.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

	Tennant Company

Date: May 16, 2024	/s/ Kristin A. Erickson
	Kristin A. Erickson
	Senior Vice President, General Counsel and Corporate Secretary

Exhibit 99

Tennant Company Appoints New Board Member

Mark W. Sheahan, President and Chief Executive Officer of Graco Inc.,

Joins Tennant Company Board of Directors

MINNEAPOLIS, MN (May 15, 2024)—Tennant Company (NYSE: TNC), a world leader in the design, manufacture and marketing of solutions to reinvent how the world cleans, today announced the appointment of Mark W. Sheahan, President and Chief Executive Officer of Graco Inc. (NYSE: GGG), to the Tennant Company Board of Directors, effective May 15, 2024.

Mr. Sheahan is the CEO of Graco Inc., a global manufacturer of products and solutions for the management of fluids and coatings. With nearly three decades of experience leading high-performing organizations and serving on boards, he has expertise in global manufacturing, strategic growth initiatives, technology-driven product development, and financial strategy.

“We welcome Mark to the Tennant Company Board of Directors and look forward to engaging with him as we continue to deploy Tennant’s enterprise growth strategy,” said Dave Huml, Tennant Company President and CEO. “His deep financial expertise and enterprise leadership experience, coupled with his background in global manufacturing operations, strategic acquisitions, innovation programs, and leading high-performing teams, will position Mark to contribute significantly to Tennant’s long-term success. Mark’s history of building customer-centric processes, driving operational excellence, and launching innovative solutions will be a great fit for Tennant’s pursuit of growth and value creation.”

Prior to becoming CEO at Graco Inc., Mr. Sheahan held a variety of senior leadership positions there, including Chief Financial Officer and Treasurer, President and General Manager of the Applied Fluid Technologies Division, and Chief Administrative Officer. He serves on the boards of Fernweh Group, the Manufacturers Alliance for Productivity and Innovation, and the Minnesota Business Partnership.

Mr. Sheahan joins eight other Directors, including Azita Arvani, Carol S. Eicher, Maria C. Green, David W. Huml, Andrew P. Hider, Timothy R. Morse, Donal L. Mulligan, and David Windley.

About Tennant

Founded in 1870, Tennant Company (TNC), headquartered in Eden Prairie, Minnesota, is a world leader in the design, manufacture and marketing of solutions that help create a cleaner, safer and healthier world. Its products include equipment for maintaining surfaces in industrial, commercial and outdoor environments; detergent-free and other sustainable cleaning technologies; and cleaning tools and supplies. Tennant's global field service network is the most extensive in the industry. Tennant Company had sales of $1.24 billion in 2023 and has approximately 4,500 employees. Tennant has manufacturing operations throughout the world and sells products directly in 15 countries and through distributors in more than 100 countries. For more information, visit www.tennantco.com and www.ipcworldwide.com. The Tennant Company logo and other trademarks designated with the symbol “®” are trademarks of Tennant Company registered in the United States and/or other countries.

INVESTOR RELATIONS CONTACT:

Lorenzo Bassi

Vice President, Finance and Investor Relations

investors@tennantco.com

763-540-1242

# # #

Cover	May 15, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 15, 2024
Entity File Number	1-16191
Entity Registrant Name	TENNANT COMPANY
Entity Central Index Key	0000097134
Entity Tax Identification Number	41-0572550
Entity Incorporation, State or Country Code	MN
Entity Address, Address Line One	10400 Clean Street
Entity Address, City or Town	Eden Prairie
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55344-2650
City Area Code	763
Local Phone Number	540-1200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.375 per share
Trading Symbol	TNC
Security Exchange Name	NYSE
Entity Emerging Growth Company	false