DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.      )

 

Filed by the Registrant x    Filed by a Party other than the Registrant ¨   

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¨    Preliminary Proxy Statement
¨    Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨    Definitive Proxy Statement
x    Definitive Additional Materials
¨    Soliciting Material Pursuant to §240.14a-12

Tenneco Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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SEC 1913 (02-02)

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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on May 18, 2016.

 

 

TENNECO INC.

 

 

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TENNECO INC.

500 N. FIELD DRIVE

LAKE FOREST, IL 60045

ATTN: JAMES D. HARRINGTON

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Meeting Information

 

Meeting Type:        Annual Meeting

 

For holders as of:   March 21, 2016

 

Date: May 18, 2016      Time: 10:00 AM Central Time

 

Location:     Tenneco Headquarters

     500 North Field Drive

     Lake Forest, Illinois 60045

 

You are receiving this communication because you hold shares in the company named above.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

 

See the reverse side of this notice to obtain proxy materials and voting instructions.

 

 


— Before You Vote —

How to Access the Proxy Materials

 

 

  

 

Proxy Materials Available to VIEW or RECEIVE:

   
  

 

NOTICE AND PROXY STATEMENT             FORM 10-K                    2015 SUMMARY ANNUAL REPORT

   
  

 

How to View Online:

 

   
   Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit: www.proxyvote.com.    
  

 

How to Request and Receive a PAPER or E-MAIL Copy:

   
  

 

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

   
  

 

1) BY INTERNET:

  

 

www.proxyvote.com

   
  

 

2) BY TELEPHONE:

  

 

1-800-579-1639

   
  

 

3) BY E-MAIL*:

  

 

sendmaterial@proxyvote.com

   
  

 

*   If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow LOGO (located on the following page) in the subject line.

   
  

 

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 4, 2016 to facilitate timely delivery.

 

   
  

 

— How To Vote —

Please Choose One of the Following Voting Methods

 

 

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Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

   
  

 

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.

   
  

 

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

   
        
    


  Voting Items        

 

The Board of Directors recommends you vote FOR the following:

 

  1. Election of Directors

Nominees:

 

  1a. Thomas C. Freyman

 

  1b. Dennis J. Letham

 

  1c. James S. Metcalf

 

  1d. Roger B. Porter

 

  1e. David B. Price, Jr.

 

  1f. Gregg M. Sherrill

 

  1g. Paul T. Stecko

 

  1h. Jane L. Warner

 

  1i. Roger J. Wood

 

The Board of Directors recommends you vote FOR proposals 2 and 3.

 

2. Ratify appointment of PricewaterhouseCoopers LLP as independent public accountants for 2016.

 

3. Approve executive compensation in an advisory vote.

NOTE: In the discretion of the Proxies named herein, the

Proxies are authorized to vote upon such other matters as may

properly come before the meeting (or any adjournment or

postponement thereof).

 

 

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