Date of Report (Date of earliest event reported) | April 28, 2010 |
TENNANT COMPANY
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(Exact name of registrant as specified in its charter)
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Minnesota
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1-16191
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41-0572550
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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701 North Lilac Drive, P.O. Box 1452
Minneapolis, Minnesota
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55440
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code | (763) 540-1200 |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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The 2010 Plan retains a fungible share pool design; however, full value awards will be counted as one and fifty-one hundredths shares against the pool, instead of two and two-tenth shares as under the 2007 Plan.
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·
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The aggregate number of shares that a participant may receive in any combination of options and stock appreciation rights in any year will be increased from 50,000 under the 2007 Plan to 250,000 in the 2010 Plan.
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·
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Adds an exception from the minimum three-year vesting period for awards granted to attract or retain key employees for up to 75,000 shares.
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·
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In addition to prohibiting other forms of “repricings” without shareholder approval, the 2010 Plan also prohibits cash buyouts of options and stock appreciation rights that are not “in the money” and prohibits a voluntary surrender of options and stock appreciation rights in connection with a subsequent regrant of “in the money” options or stock appreciation rights without shareholder approval.
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·
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The 2010 Plan also prohibits the payment of dividends and dividend equivalents on awards of options and stock appreciation rights, and payout of dividend payments or dividend equivalent payments on unvested awards that are subject to performance-based vesting conditions.
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All awards must be issued at fair market value; as a result, the 2010 Plan prohibits discounted awards.
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·
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The Company’s Compensation Committee, consisting of independent directors, administers the 2010 Plan.
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For
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Withhold
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Broker
Non-Vote
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|||||||
1.
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Election of three Class III directors for a three-year term expiring in 2013:
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||||||||
William F. Austen
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15,453,182
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1,242,638
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916,995
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||||||
James T. Hale
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15,392,704
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1,303,116
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916,995
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||||||
H. Chris Killingstad
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16,241,517
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454,303
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916,995
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||||||
For
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Against
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Abstain
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Broker
Non-Vote
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||||||
2.
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Ratification of the appointment of KPMG LLP as the registered independent public accounting firm of the Company.
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16,834,242
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732,465
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46,108
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-
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||||
3.
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Approval of the 2010 Stock Incentive Plan.
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14,412,931
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2,190,873
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92,016
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916,995
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(d) | Exhibits. The following exhibit is filed herewith: | |
10.1 | Tennant Company 2010 Stock Incentive Plan. |
Tennant Company | |||
Date: April 28, 2010
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By:
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/s/ Heidi M. Wilson | |
Heidi M. Wilson | |||
Vice President, General Counsel and Secretary | |||
Exhibit
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Description
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Method
of Filing
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10.1
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Tennant Company 2010 Stock Incentive Plan
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Filed herewith electronically.
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