false
0000097134
TENNANT CO
0000097134
2026-02-12
2026-02-12
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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) February 12, 2026
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 |
| (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 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 1.01. Entry into a Material Definitive
Agreement.
On February 12, 2026, Tennant Company (the “Company”)
entered into a cooperation agreement (the “Cooperation Agreement”) with Vision One Fund, LP and certain of its affiliates
listed on the signature pages thereto (the “Vision One Parties”).
Pursuant to the Cooperation Agreement, the Company
agreed to (i) appoint Patrick E. Allen to the Company’s Board of Directors (“Board”), effective February 12 2026, to
serve as a Class II director with a term expiring at the 2027 annual meeting of shareholders, and until his successor is elected and qualified
or until his earlier death, resignation, disqualification or removal, (ii) not increase the size of the Board to more than eleven directors
until the date of announcement of the Company’s 2027 annual meeting of shareholders (the “2027 Annual Meeting”) established
under the Company’s Restated Articles of Incorporation (as amended, the “Articles”) which the Company will publicly
announce at least 85 days before the date of such meeting (the “Expiration Date”), and (iii) by the earlier of (x) the 2027
Annual Meeting and (y) sixteen months after the date of the Cooperation Agreement, take all necessary action to approve, and recommend
that the Company’s shareholders approve, an amendment to the Articles to declassify the Board and provide for the election of all
directors on an annual basis. Mr. Allen was appointed to serve on the Executive Committee of the Board, effective as of February 12, 2026,
and the Audit Committee of the Board, effective as of March 1, 2026.
As a non-management director of the Company, Mr.
Allen will be entitled to receive the standard non-employee director compensation, the terms of which were disclosed in the Company’s
Proxy Statement for the 2025 annual meeting of shareholders filed with the Securities and Exchange Commission on March 18, 2025, including
a pro-rata amount of the annual compensation for their service from their election until the 2026 annual meeting of shareholders.
Mr. Allen does not have any family relationship
with any officer or director of the Company. Other than as provided under the Cooperation Agreement, there are no arrangements or understandings
between Mr. Allen and any other persons pursuant to which Mr. Allen was elected as a director, and Mr. Allen has not been involved in
any related transactions or relationships with the Company as defined in Item 404(a) of Regulation S-K.
Pursuant to the Cooperation Agreement, the Vision
One Parties agreed to abide by certain customary standstill restrictions, mutual non-disparagement provisions, voting commitments, including
supporting each director nominated and recommended by the Board for election, and other obligations until the Expiration Date.
The foregoing description of the Cooperation Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the Cooperation Agreement, a copy of
which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 12, 2026, the Company appointed James
T. Glerum, Jr. to the Board, to serve as a Class III director with a term expiring at the 2028 annual meeting of shareholders, and until
his successor is elected and qualified or until his earlier death, resignation, disqualification or removal. Mr. Glerum was appointed
to serve on the Executive Committee of the Board, effective as of February 12, 2026, and the Audit Committee of the Board, effective as
of March 1, 2026.
As a non-management director of the Company, Mr.
Glerum will be entitled to receive the standard non-employee director compensation, the terms of which were disclosed in the Company’s
Proxy Statement for the 2025 annual meeting of shareholders filed with the Securities and Exchange Commission on March 18, 2025, including
a pro-rata amount of the annual compensation for their service from their election until the 2026 annual meeting of shareholders.
Mr. Glerum does not have any family relationship
with any officer or director of the Company. Other than as provided under the Cooperation Agreement, there are no arrangements or understandings
between Mr. Allen and any other persons pursuant to which Mr. Glerum was elected as a director, and Mr. Glerum has not been involved in
any related transactions or relationships with the Company as defined in Item 404(a) of Regulation S-K.
The information set forth in Item 1.01 of this
Current Report on Form 8-K (the “Form 8-K”) is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On February 12, 2026, the Company issued a press
release announcing its appointment of James T. Glerum, Jr. and Patrick E. Allen to the Board, entry into the Cooperation Agreement and
related information. A copy of such press release is furnished as Exhibit 99.1 hereto and incorporated by reference into this Item 7.01
to this Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| |
|
| 10.1 |
Cooperation Agreement, dated as of February 12, 2026, by and among Tennant Company, Vision One Fund, LP, and certain of its affiliates listed on the signature pages thereto |
| 99.1 |
Press Release dated February 12, 2026 |
| 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:
February 13, 2026 |
By: |
/s/ Kristin Erickson |
| |
|
Kristin Erickson |
| |
|
Senior Vice President, General Counsel and Corporate Secretary |
Exhibit 99.1
Tennant Company Appoints James T. Glerum, Jr.,
Patrick Allen to its Board of Directors
MINNEAPOLIS -- Tennant Company (NYSE: TNC) ("Tennant" or
the "Company"), a world leader in cleaning equipment and solutions, today announced that James T. Glerum, Jr. (“Jim”)
and Patrick Allen have been appointed to the Company’s Board of Directors as independent directors, effective immediately. With
these appointments, the Board will expand in size to 11 directors, 10 of whom are independent. In connection with the appointment of Mr.
Allen, Tennant has entered into a cooperation and standstill agreement with Vision One.
“We are pleased to welcome Jim and Patrick to the Board and look
forward to benefitting from their respective experience, capabilities and insights as we advance our enterprise growth strategy,”
said Donal L. Mulligan, Chair of Tennant’s Board of Directors. “We also thank Vision One for their constructive engagement
and shared commitment to creating long-term value for shareholders. With a 40-year career in investment banking, Jim brings to the Board
deep financial expertise in capital allocation, capital markets, mergers and acquisitions, and strategic planning. Patrick, who was recommended
as a director candidate by Vision One, has an excellent track record of driving performance and disciplined execution at several leading
public companies, including as a respected Chief Financial Officer.”
In connection with the cooperation agreement, Vision One has agreed
to customary standstill, voting and other provisions. Additionally, consistent with its ongoing focus on maintaining strong governance
practices, Tennant’s Board of Directors has committed to including a proposal in the 2027 proxy statement to declassify the Company’s
Board. The full agreement between Tennant and Vision One will be filed as an exhibit to a Current Report on Form 8-K with the U.S. Securities
and Exchange Commission.
Tennant’s Board of Directors will present its recommendations
regarding director nominees for election at the 2026 Annual Meeting in the Company's definitive proxy statement and other relevant documents
to be filed with the SEC. The date of the Annual Meeting is expected to be April 29, 2026.
Advisors
Goldman Sachs is serving as Tennant’s financial advisor and Latham
& Watkins LLP is serving as legal counsel to the Company. Joele Frank, Wilkinson Brimmer Katcher is serving as strategic communications
advisor.
About James T. Glerum, Jr.
Mr. Glerum retired as Vice Chairman, Investment Banking at Citigroup
in July 2024. Prior to joining Citigroup in 2011, he held senior leadership positions in investment banking at UBS and Credit Suisse.
Over his 40-year investment banking career, Mr. Glerum executed more than 325 corporate finance and strategic transactions with an aggregate
value of over $500 billion. His clients spanned multiple industry sectors, including manufacturing, healthcare, consumer and retail. Mr.
Glerum currently serves on the Board of Directors of Amcor (NYSE: AMCR) and on the boards of trustees for several non-profit institutions,
including Denison University, The Ravina Festival and The Griffin Museum of Science. He earned a masters degree in business administration
from Harvard Business School and a bachelors degree, cum laude, in Economics and Mathematics from Denison University.
About Patrick Allen
Mr. Allen most recently served as Chief Financial Officer of Collins
Aerospace from 2018 until his retirement in 2020. Prior to that, Mr. Allen served as Chief Financial Officer of Rockwell Collins, Inc.
In that role, he oversaw all financial functions for the company including financial planning, accounting, treasury, audit and tax. Before
joining Rockwell Collins, he spent several years at Rockwell International, where he served in various financial leadership roles including
Vice President & Treasurer, Vice President of Financial Planning and Assistant Controller. Mr. Allen began his career at Deloitte
& Touche as an auditor and successfully passed the certified public accountancy examination. He currently serves on the board of directors
of Alliant Energy (NASDAQ: LNT), where he is Chairman. Mr. Allen earned a bachelor’s in finance from Penn State University.
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 $1.29 billion in 2024 and has approximately 4,500 employees. Tennant has manufacturing
operations throughout the world and sells products directly in more than 21 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.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. All statements contained in this release that do not relate to matters of historical
fact should be considered forward-looking statements, including without limitation statements regarding expected performance, shareholder
value and growth, the cooperation agreement and the annual meeting. When used herein, words including “may,” “will,”
“expect,” “believe,” “pursuit,” or similar words or the negative thereof are intended to identify
forward-looking statements. All forward-looking statements are based on Tennant’s current expectations and various assumptions.
Tennant believes there is a reasonable basis for its expectations and beliefs, but they are inherently uncertain. Tennant may not realize
its expectations, and its beliefs may not prove correct. Actual results could differ materially from those described or implied by such
forward-looking statements as a result of a variety of important factors including, without limitation: geopolitical and economic uncertainty
throughout the world; our ability to comply with global laws and regulations; changes in foreign currency exchange rates; our ability
to adapt to customer pricing sensitivities; the competition in our business; fluctuations in the cost, quality or availability of raw
materials and purchased components; our ability to adjust pricing to respond to cost pressures; unforeseen product liability claims or
product quality issues; our ability to attract, retain and develop key personnel and create effective succession planning strategies;
our ability to effectively develop and manage strategic planning and growth processes and the related operational plans; our ability to
successfully upgrade and evolve our information technology systems; our ability to successfully protect our information technology systems
from cybersecurity risks; complications with our new Enterprise Resource Planning system; the occurrence of a significant business interruption;
our ability to maintain the health and safety of our workers; our ability to integrate acquisitions; our ability to develop and commercialize
new innovative products and services; and risks related to our business transformation and strategic initiatives, as well as the other
important factors discussed under Part I, Item 1A, Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024,
as such factors may be updated from time to time in its other filings with the Securities and Exchange Commission (the “SEC”),
which are accessible on the SEC’s website at www.sec.gov.These and other important factors could cause actual results to differ
materially from those indicated by the forward-looking statements made in this press release.
Any such forward-looking statements represent management’s estimates
as of the date of this press release. We undertake no obligation to update or revise any forward-looking statement, whether as a result
of new information, future events or otherwise, except as required by law. Investors are advised to consult any further disclosures by
the Company in its filings with the Securities and Exchange Commission and in other written statements on related subjects. It is not
possible to anticipate or foresee all risk factors, and investors should not consider any list of such factors to be an exhaustive or
complete list of all risks or uncertainties. These forward-looking statements should not be relied upon as representing our views as of
any date subsequent to the date of this press release
Contacts
INVESTOR RELATIONS CONTACT
Tennant Company
Lorenzo Bassi
Vice President, Finance and Investor Relations
investors@tennantco.com
763-540-1242
MEDIA CONTACT
Tennant Company
Jason Peterson
Director of Corporate Communications
Jason.Peterson@tennantco.com
(763) 513-1849
Michael Freitag / Mahmoud Siddig / Thomas Crosson
Joele Frank, Wilkinson Brimmer Katcher
mfreitag@joelefrank.com / msiddig@joelefrank.com / tcrosson@joelefrank.com
+1 212-355-4449
