TENNANT (TNC)
Sector: Industrials
2026 Annual Meeting Analysis
TENNANT · Meeting: April 29, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Three Class I Directors to Three-Year Terms
Eicher has served since 2008 and TNC's 3-year stock return of +3.1% trails the peer group median by 33.8 percentage points, which is below the 35-point trigger threshold for a low-positive absolute return, so no TSR flag fires; she has relevant industrial/manufacturing experience, attends 100% of meetings, holds no more than three current public boards, and no other disqualifying flags are present.
Green has served since 2019 and the 3-year peer underperformance of 33.8 percentage points falls just below the 35-point trigger threshold, so no TSR flag fires; she brings strong legal and governance credentials relevant to TNC's business, attends 100% of meetings, holds two current public boards, and no other disqualifying flags are present.
Mulligan has served since 2009 and the 3-year peer underperformance of 33.8 percentage points falls just below the 35-point trigger threshold, so no TSR flag fires; he brings deep financial expertise as former CFO of General Mills and serves as independent Board Chair, attends 100% of meetings, holds two current public boards, and no other disqualifying flags are present.
All three Class I director nominees pass the TSR trigger test — TNC's 3-year absolute return of +3.1% places it in the low-positive band requiring a 35-point underperformance gap versus the named peer group to fire a vote against, and the actual gap is 33.8 points, just below that threshold. No overboarding, attendance, independence, or qualifications concerns are identified for any nominee, and 100% board attendance was reported for 2025.
Say on Pay
✓ FORCEO
David W. Huml
Total Comp
$4,672,864
Prior Support
97%%
The CEO received total compensation of approximately $4.67 million in 2025, which is within a reasonable range for a CEO of a ~$1.2B industrial company, and prior year shareholder support was 97%, well above the 70% threshold that would require a negative response. Pay mix is strongly performance-oriented — approximately 81% of CEO total direct compensation is variable and at-risk — and the short-term cash bonus paid out at only 18.96% of target due to genuine business underperformance, demonstrating that the incentive structure is working as intended to connect pay with results. The company maintains a meaningful clawback policy, rigorous stock ownership guidelines, a fully independent compensation committee, and an independent compensation consultant, and no structural red flags were identified.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$3,250,700
Non-Audit Fees
$177,151
Non-audit fees (audit-related fees of $145,671 plus tax fees of $31,480 = $177,151) represent approximately 5.4% of audit fees ($3,250,700), well below the 50% threshold that would raise independence concerns; Deloitte is a Big 4 firm appropriate for a $1.2B company; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire per policy; and no material restatements are disclosed.
Overall Assessment
The 2026 Tennant annual meeting presents a clean ballot of three standard proposals — director elections, auditor ratification, and an advisory pay vote — with no stockholder proposals. All three proposals pass the relevant policy screens: the director TSR underperformance gap of 33.8 points just misses the 35-point trigger for the low-positive absolute return band, auditor non-audit fees are minimal at 5.4% of audit fees, and the executive pay program shows strong structural alignment with shareholder interests and a low cash bonus payout that reflects genuine operational challenges in 2025.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing