Shareholder Vote

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)  April 25, 2023   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 5.07 Submission of Matters to a Vote of Security Holders.   Tennant Company (the “Company”) held its 2023 Annual Meeting of Shareholders on April 25, 2023 (the “2023 Annual Meeting”) for purposes of electing four directors, ratifying the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2023, providing advisory approval on executive compensation, and providing advisory approval on the frequency of future advisory executive compensation approvals. Results of shareholder voting on these matters were as follows:       For     Against     Abstain     Broker Non-Vote   1. Each of the following three Class I directors was elected for a three-year term expiring in 2026, and one Class III director was elected for a two-year term expiring 2025:                                 Carol S. Eicher     15,886,630       689,036       23,317       534,086   Maria C. Green     16,345,391       230,186       23,406       534,086   Donal L. Mulligan     16,169,597       401,548       27,838       534,086   Andrew P. Hider     16,543,641       31,852       23,490       534,086                                         For     Against     Abstain     Broker Non-Vote   2. The appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2023 was ratified.     17,090,751       17,747       24,571       0                                         For     Against     Abstain     Broker Non-Vote   3. Advisory approval of executive compensation was received.     16,080,347       448,323       70,313       534,086                                         1 Year     2 Years     3 Years     Abstain   4. Advisory approval of 1 Year as the frequency of future advisory executive compensation approvals was received.     15,933,500       32,043       629,591       3,849     The Board has considered the shareholder vote regarding the frequency for future advisory votes on executive compensation and determined that it will hold an advisory vote on its executive compensation every year until the next vote on frequency, which will be no later than the Company’s Annual Meeting of Shareholders in 2029.   There were 18,551,596 shares of common stock entitled to vote at the 2023 Annual Meeting and a total of 17,133,069 (92.35%) shares were represented at the meeting.     2       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:  May 2, 2023 By: /s/ Kristin A. Erickson     Kristin A. Erickson     Senior Vice President, General Counsel and Corporate Secretary     3