Independent
Tenure on this board
17.8 yrs
Also a director at
Arq Inc (ARQ)Pinnacle West Capital Corp (PNW)
3 nominees · 3 ballot items.
Three proposals: (1) elect three Class I directors to three-year terms, (2) ratify Deloitte & Touche LLP as independent registered public accounting firm for 2026, and (3) advisory (non-binding) approval of the company’s executive compensation (say-on-pay).
Election of three incumbent Class I directors (Carol S. Eicher, Maria C. Green, and Donal L. Mulligan) to serve three-year terms expiring in 2029.
Ratify the appointment of Deloitte & Touche LLP as Tennant Company’s independent registered public accounting firm for the year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation paid to the company’s Named Executives as disclosed in the Compensation Discussion and Analysis and Executive Compensation Information sections of the proxy statement.
This management proposal asks shareholders to provide a non-binding advisory approval of the compensation paid to Tennant’s Named Executives as disclosed in the proxy. Management seeks this shareholder approval as required by SEC rules for an annual say-on-pay vote and to obtain shareholder input on its compensation philosophy and implementation. The company’s pay program emphasizes a heavy performance orientation: short-term incentives (CIP) tied to Adjusted EBITDA$, Adjusted EBITDA% and Incentive Total Revenue, and long-term PRSUs tied to multi-year Incentive ROIC, cumulative earnings per share, and cumulative total revenue, with restricted stock for retention. The Compensation Committee retains independent advisors (Pearl Meyer in prior years and Pay Governance in 2025) and reports robust governance controls including clawback policies, stock ownership guidelines, and a formal equity grant timing policy; commencing in 2026 the company moved to double-trigger vesting on change in control events. The proxy discloses mixed realized outcomes in recent cycles (a low 2025 CIP payout of 18.96% of target due to operational disruptions but a 2023–2025 PRSU payout of 189.53% of target), demonstrating that the program can produce materially variable pay aligned with realized company performance. Management cites strong shareholder support in the prior year (approximately 97% of votes cast in favor) as evidence of investor approval of the program design. The advisory vote is non-binding, but the Board and Compensation Committee commit to consider the outcome and shareholder feedback when making future compensation decisions. Given the program design, oversight, and prior shareholder support, the Board recommends a FOR vote so that the company may continue its current pay-for-performance framework while remaining responsive to investor feedback.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 11.2% | 1,914,506 | $127M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 7.0% | 1,189,027 | $79M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.8% | 816,615 | $54M |
| 4 | MAIRS POWER INC | 4.7% | 803,464 | $53M |
| 5 | GAMCO INVESTORS, INC. ET AL | 4.1% | 706,400 | $47M |
| 6 | STATE STREET CORP | 4.1% | 699,399 | $46M |
| 7 | DIMENSIONAL FUND ADVISORS LP | 3.5% | 590,862 | $39M |
| 8 | AMERICAN CENTURY COMPANIES INC | 3.4% | 585,525 | $39M |
| 9 | BlackRock, Inc. | 3.4% | 575,125 | $38M |
| 10 | FMR LLC | 2.7% | 464,835 | $31M |
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