Executive Change

Securities and Exchange Commission on March 19, 2020, including a pro-rata amount of the annual compensation for his service from his election until the 2021 annual meeting of shareholders.   Compensation Arrangements for CEO Transition   As previously announced, the Board appointed David W. Huml to the position of President and Chief Executive Officer effective March 1, 2021 to succeed H. Chris Killingstad, who is retiring following the Company’s CEO succession planning process. On February 17, 2021, following review of market data and other information provided by the Committee’s independent compensation consultant, the independent directors of the Board approved, upon recommendation of the Compensation Committee (the “Committee”), compensatory arrangements for Mr. Huml and Mr. Killingstad in connection with the transition.   Effective March 1, 2021, Mr. Huml’s annual base salary will increase to $800,000, his short-term incentive plan target will increase to 100% of base salary and his long-term incentive plan target for his fiscal 2021 awards will equal 275% of base salary. In addition, the Committee approved an amendment to Mr. Huml’s executive employment agreement to increase his cash severance from 12 to 24 months of base salary and his COBRA continuation coverage from 12 to 18 months in the event his employment terminates under circumstances that would entitle him to severance under circumstances unrelated to a change in control.   As previously announced, Mr. Killingstad will remain with the Company in a non-executive capacity as Strategic Advisor to the CEO and Board through December 31, 2021. Effective March 1, 2021, Mr. Killingstad’s annual base salary will decrease to $400,000 and his short-term incentive plan target will decrease to 60% of base salary. He will receive long-term incentive plan awards for fiscal 2021 with a value of $850,000, with approximately one-third of the value granted in stock options and two-thirds of the value granted in restricted stock units, each vesting in full on the second anniversary of the date of grant contingent upon Mr. Killingstad’s continued service through the transition period and compliance with the non-competition and other post-termination covenants in his employment agreement through such period. Once vested, the stock options will remain exercisable until the seventh anniversary of the grant date.   The short-term incentive targets for Mr. Huml and Mr. Killingstad for fiscal 2021 will be pro-rated based on the different base salary and target incentive levels in effect before and after March 1, 2021.   Item 9.01. Financial Statements and Exhibits.   (d) Exhibits     99 News Release dated February 19, 2021 announcing election of Timothy R. Morse.         104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).         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 19, 2021 By: /s/ Kristin A. Stokes     Kristin A. Stokes Senior Vice President, General Counsel and Secretary