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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.     )

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Tennant Company

701 North Lilac Drive

Minneapolis, Minnesota 55422

March 29, 2019

Dear Shareholder,

Tennant Company’s 2019 Annual Meeting of Shareholders will be held on Wednesday, May 8, 2019, at 10:30 a.m. Central Time. This year’s Annual Meeting will be a completely virtual meeting of shareholders. You may attend the meeting and vote your shares electronically during the meeting via the Internet by visiting www.virtualshareholdermeeting.com/TNC2019.

The attached Notice of Annual Meeting and Proxy Statement describe the business to be conducted at the meeting. We have chosen to provide access to our proxy materials over the Internet under the Securities and Exchange Commission’s “notice and access” rules. We believe that providing our proxy materials over the Internet reduces the environmental impact of our meeting without limiting our shareholders’ access to important information about Tennant.

Whether or not you plan on joining the meeting, it is important that your shares be represented and voted at the meeting. We encourage you to read the Proxy Statement and vote your shares, as instructed in the Notice of Internet Availability of Proxy Materials, as soon as possible. You may also follow the instructions on the Notice of Internet Availability of Proxy Materials to vote by telephone or request a paper proxy card, which will include a reply envelope, to submit your vote by mail.

We appreciate your continued confidence in Tennant and look forward to you joining the virtual meeting.

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

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TENNANT COMPANY PROXY STATEMENT

WHY DID I RECEIVE A NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS?

Tennant Company (“we,” “us,” “our,” or the “company”), on behalf of its Board of Directors, is providing this Proxy Statement in order to obtain your vote in connection with its 2019 Annual Meeting of Shareholders (“Annual Meeting”).

The completely virtual Annual Meeting will be held on Wednesday, May 8, 2019, at 10:30 a.m. Central Time at www.virtualshareholdermeeting.com/TNC2019.

The Notice of Internet Availability of Proxy Materials is being first mailed to shareholders on or about March 29, 2019.

HOW DO I ACCESS THE PROXY MATERIALS?

Under rules of the Securities and Exchange Commission, we are furnishing proxy materials to our shareholders via the Internet, rather than mailing printed copies.

If you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials unless you request one as instructed in that notice. Instead, the Notice of Internet Availability of Proxy Materials will instruct you as to how you may access and review the proxy materials and vote via the Internet.

If you received a Notice of Internet Availability of Proxy Materials by mail and would like to receive a printed copy of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials.

WHAT IS A PROXY?

The proxy serves as a ballot for elections to our Board, and it provides information about other items to be discussed and voted on at the Annual Meeting. It allows an authorized agent to act on your behalf in the event you do not attend the Annual Meeting.

WHO IS ENTITLED TO VOTE?

You may vote if you owned shares of our common stock as of the close of business on March 11, 2019. As of March 11, 2019, there were 18,154,166 shares of common stock outstanding, each entitled to one vote.

HOW DO I VOTE?

You may vote in one of four ways:

1.                                      By Internet

You may access the website at www.proxyvote.com to cast your vote 24 hours a day, 7 days a week, until 11:59 p.m. Eastern Time on May 7, 2019. Please have your Notice of Internet Availability of Proxy Materials or, if you have requested one, your proxy card, in hand and the last four digits of your social security number available to verify your identity. Follow the instructions provided to obtain your records and create an electronic ballot.

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2.                                      By Phone

Request a proxy card from us by following the instructions on your Notice of Internet Availability of Proxy Materials. You may then call 1-800-690-6903 by using any touch-tone phone, 24 hours a day, 7 days a week, until 11:59 p.m. (Eastern Time) on May 7, 2019. Have your proxy card in hand when calling. You will need to provide the last four digits of your social security number to verify your identity. Follow the voice prompts to cast your vote.

3.                                      By Mail

Request a proxy card from us by following the instructions on your Notice of Internet Availability of Proxy Materials. Mark, sign and date your proxy card and return it in the postage-paid envelope that will be provided, or return it to Tennant Company, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

4.                                      Online during the Annual Meeting

All shareholders may vote online during the Annual Meeting through the link www.virtualshareholdermeeting.com/TNC2019. The 16-digit control number provided on your Notice of Internet Availability of Proxy Materials or proxy card is necessary to access this site. See below for instructions on voting if your shares are held through a third party.

WHAT HAPPENS IF MY SHARES ARE HELD IN AN ACCOUNT AT A BROKERAGE FIRM, BANK, BROKER-DEALER OR SIMILAR ORGANIZATION?

If your shares are held in an account at a brokerage firm, bank, broker-dealer or other similar organization, you are the beneficial owner of shares held in “street name,” and the Notice of Internet Availability of Proxy Materials was forwarded to you by that organization. The organization holding your account is considered the shareholder of record for purposes of voting online during the Annual Meeting.

As a beneficial owner, you have the right to direct that organization on how to vote the shares held in your account. You should follow the instructions received from that organization to vote your shares. Shares held beneficially in street name may be voted online during the Annual Meeting only if you obtain a legal proxy from the broker, trustee or nominee that holds your shares giving you the right to vote the shares.

WHAT HAPPENS IF MY SHARES ARE HELD IN THE TENNANT COMPANY RETIREMENT SAVINGS PLAN?

If your shares are held in the Tennant Company Retirement Savings Plan (“Savings Plan”), your vote will be communicated to the Trustee who will vote all shares held in the Savings Plan in proportion to votes cast by all participants who submit voting instructions. Your proxy includes any shares you hold in the Savings Plan. To be effective, your voting instructions must be received by the Trustee by May 3, 2019. Shares held in the Savings Plan may not be voted online during the Annual Meeting.

CAN THE TRUSTEE VOTE MY SHARES ON MY BEHALF WITHOUT RECEIVING VOTING INSTRUCTIONS FROM ME?

The Trustee will vote all shares held in the Savings Plan in proportion to votes cast by all participants who submit voting instructions timely. You should vote your shares by following the instructions described above and set forth on your proxy card.

WHY SHOULD I VOTE?

Your vote ensures that your ownership interests are represented even if you are unable to join the Annual Meeting online. A promptly voted proxy will save us additional solicitation expense.

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MAY I REVOKE MY PROXY OR CHANGE MY VOTE?

Proxies may be revoked at any time before being voted online during the Annual Meeting. The proxy may be revoked or changed only by use of the following methods:

·                  Sending a signed, written notice of revocation, dated later than the proxy, to the attention of our Corporate Secretary at the address listed on page 4 of this Proxy Statement;

·                  Sending a signed proxy, dated later than the prior proxy, to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717;

·                  Voting again by telephone or on the Internet prior to the Annual Meeting; or

·                  Joining the online Annual Meeting and voting online during the meeting.

For shares held in an account at a brokerage firm, bank, broker-dealer or other similar organization, or in the Savings Plan, see restrictions described above.

HOW MANY VOTES ARE NEEDED TO HOLD THE ANNUAL MEETING?

The meeting can take place when holders of a majority of the outstanding shares of common stock, either online or by proxy, are present at the meeting. This is known as a quorum. Abstentions and broker non-votes will be counted as present when determining whether a quorum exists.

WHAT IS A BROKER NON-VOTE?

Broker non-votes are shares held of record by a broker that are not voted on a matter because the broker has not received voting instructions from the beneficial owner of the shares and either lacks or declines to exercise the authority to vote the shares in its discretion.

HOW MANY VOTES ARE NEEDED TO APPROVE EACH OF THE PROPOSALS AND HOW ARE VOTES COUNTED?

The table below summarizes the vote required to approve each proposal and how votes are counted:

(1)                                 If you submit a proxy without giving specific voting instructions, your shares will be voted in accordance with the Board’s recommendations set forth in the table.

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(2)                                 If broker discretionary voting is not allowed, your broker will not be able to vote your shares on these matters. A broker non-vote will have no effect on the matter.

(3)                                 To address a provision in Minnesota law that allows a director who has not been re-elected to remain in office until a successor is elected and qualified, we have a policy requiring any director who does not receive a greater number of votes FOR than AGAINST his or her election in an uncontested election to tender his or her resignation from the Board. Under this policy, the Board, upon recommendation of our Governance Committee, will determine whether to accept or reject the offer to resign and disclose its decision and rationale within 90 days after the date of the election. The text of this policy appears in our Corporate Governance Principles, which is available on our website.

(4)                                 If greater, the vote required is a majority of the voting power of the minimum number of shares entitled to vote that would constitute a quorum at the Annual Meeting.

WHO WILL PAY THE COST OF THIS PROXY SOLICITATION?

We will bear the cost of solicitation. Proxies may be solicited on our behalf by directors, officers, employees or others, in person or by telephone, electronic transmission and facsimile transmission. No additional compensation will be paid to such persons for such solicitation. We will reimburse banks, brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy materials to beneficial owners of shares.

WHY IS THE ANNUAL MEETING VIRTUAL AND CAN I SUBMIT QUESTIONS?

Hosting a virtual Annual Meeting provides expanded access, improved communication and cost savings for our shareholders and us and enables shareholder participation from any location around the world. Shareholders may submit questions during the Annual Meeting at www.virtualshareholdermeeting.com/TNC2019, and management will respond to questions in the same way as it would if the company held an in-person meeting. If you have questions, you may type them in the dialog box provided at any point during the meeting until the floor is closed to questions.

WHAT ADDRESS SHOULD I USE FOR CORRESPONDENCE WITH THE COMPANY?

The address for our principal executive office is 701 North Lilac Drive, P.O. Box 1452, Minneapolis, Minnesota, 55440-1452.

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BOARD OF DIRECTORS

INFORMATION, QUALIFICATIONS, EXPERIENCE AND TENURE

Directors with terms expiring at the Annual Meeting are Class III directors William F. Austen, H. Chris Killingstad and David Windley and Class I director Maria C. Green.

Director Nominees for Terms Expiring in 2022 (Class III Directors):

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Director Nominee for Term Expiring in 2020 (Class I Director):

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Directors Whose Terms Expire in 2020 (Class I Directors):

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Directors Whose Terms Expire in 2021 (Class II Directors):

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MEETING ATTENDANCE

During 2018, the Board met on eight occasions. During 2018, all directors attended at least 91% of the meetings of the Board and any Board committees of which they were members in 2018. As set forth in the Corporate Governance Principles, all members of the Board are encouraged to attend the annual meetings of shareholders. All then serving directors attended the 2018 Annual Meeting of Shareholders.

DIRECTOR INDEPENDENCE

Our Board uses criteria established by the New York Stock Exchange (“NYSE”) and the Securities and Exchange Commission to determine director independence. The Governance Committee reviews relevant information no less than annually to determine whether the Board members meet the applicable criteria. The Board has determined that Mmes. Arvani, Eicher and Green and Messrs. Austen, Mulligan, Sonnenberg, Wichmann and Windley are independent based on the standards referred to above.

The only relationships that exist between directors and the company or management are ordinary course of business commercial transactions involving the purchase of our products and product maintenance services by companies that employ certain directors or our purchase of products and services from companies that employ certain directors. These transactions were considered by the Board in determining director independence.

The Board considered the fact that the following non-employee directors are affiliated with entities that during 2018 purchased goods and/or product maintenance services from us or from whom we purchased goods and/or services, all in the ordinary course of business, as follows:

Based on the relevant facts and circumstances, Messrs. Austen, Mulligan and Wichmann and Ms. Green do not have a material interest in these ordinary course of business transactions. The Board was provided with this information and concluded that none of the relationships interfere with the independence of these directors or present a conflict of interest.

BOARD LEADERSHIP STRUCTURE

Our Board has four standing committees: Audit, Compensation, Governance and Executive. Each of the Board committees is comprised solely of independent directors with each committee having its own chair.

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Our President and Chief Executive Officer (“CEO”), Mr. Killingstad, is a member of the Board. However, he does not serve as Chair of the Board. Mr. Killingstad works closely with the Lead Director, Mr. Sonnenberg, to set and approve the agenda of Board meetings, to ensure that there is an appropriate flow of information to and from the Board, and to ensure that management properly and adequately addresses matters of interest to the Board.

Mr. Killingstad conducts the actual Board meetings, but Mr. Sonnenberg facilitates meetings of the Board in the absence of the CEO and conducts, as Chair, the meetings of the Executive Committee, which consists of all non-employee directors. Currently, the positions of Lead Director and Chair of the Executive Committee are combined.

The Lead Director is appointed for a one-year term and may serve successive terms, but the Board retains the right to remove or replace the Lead Director in its discretion. The Board originally appointed Mr. Sonnenberg Chair of the Executive Committee and Lead Director in August 2016 and has continued to elect him annually. The Board’s criterion for Lead Director is that he or she must be an independent director appointed by the Board and elected by a majority of the Board.

The role of the Lead Director is to provide independent leadership to the Board, act as a liaison between the independent directors and the company and ensure that the Board operates independently of management. The principal responsibilities assigned to the Lead Director include:

·                  facilitating the meeting of the Board in the absence of the CEO;

·                  organizing and presiding over all executive sessions of the Board and serving as Chair of the Executive Committee;

·                  serving as liaison between the independent directors and the CEO;

·                  in concert with the CEO and other directors, creating the agendas for Board meetings, including approval of schedules to assure sufficient time for discussion of all agenda items, with final approval of agendas from the Lead Director;

·                  in concert with the CEO and committee chairs, ensuring the appropriate flow of information to the Board and reviewing the adequacy and timing of materials provided to the Board;

·                  communicating to management, as appropriate, the results of private discussions among independent directors;

·                  holding one-on-one discussions with individual directors where requested by the directors or the Board;

·                  ensuring his or her availability for consultation and direct communication with major shareholders, if requested by such shareholders;

·                  in concert with the Governance Committee, managing and facilitating the Board governance process;

·                  in concert with the Governance Committee, managing the Board evaluation process;

·                  leading the CEO evaluation and Board peer review processes;

·                  providing guidance on director orientation and committee assignments;

·                  leading the Board in crisis and transitional periods; and

·                  coordinating and leading all other general Board activities otherwise not covered by one of the Board committees and carrying out other duties as requested by the Board.

Currently, the Board has chosen this leadership structure because it believes that it fosters good communication between management and the Board, provides strong independent leadership to oversee and challenge management and provides the optimal level of Board involvement in strategic decision-making and risk oversight.

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BOARD OVERSIGHT OF STRATEGY AND RISK

General

Our Board takes an active role in risk oversight of the company both as a full Board and through its committees. The agendas for the Board and committee meetings are specifically designed to include an assessment of opportunities and risks inherent in our operations, strategies and compensation plans.

Our Board typically meets in executive session at the beginning and at the end of each regularly scheduled meeting. The executive sessions are used to assist the Board in carrying out its duties, including risk oversight. We believe that the process followed by the independent directors and led by our Lead Director provides an appropriate level of risk oversight by the Board.

Annual Risk Assessment Process

We conduct an annual enterprise-wide risk assessment. A formal report is delivered to the Audit Committee and to the Board each December. Risk assessment updates are provided at each regularly scheduled quarterly Audit Committee meeting and more frequently if requested by a committee, our Board or recommended by management.

The objectives for the risk assessment process include (i) facilitating the NYSE governance requirement that the Audit Committee discuss policies around risk assessment and risk management, (ii) developing and addressing a defined list of key risks to be shared with the Audit Committee, Board and management, (iii) reviewing management’s risk mitigation efforts, (iv) determining whether there are risks that require additional or higher priority mitigation efforts, (v) facilitating discussion of the risk factors to be included in Item 1A of our Annual Report on Form 10-K, and (vi) guiding the development of the next year’s audit plans.

The risk assessment process is conducted by our outsourced internal auditor and through members of an internal risk committee consisting of senior level staff from the legal and finance departments and from the global business functions. Together they (i) review our enterprise risk assessment process, (ii) conduct a detailed enterprise risk assessment, including a survey of key department and functional leaders from all geographies, (iii) communicate the results of the risk assessment, (iv) evaluate management’s past mitigation efforts, (v) assess management’s preparedness to address the identified risks and (vi) assign a member of management to each risk identified to develop risk mitigation activities. The process links the risk areas with our strategies, objectives and entity-level controls where senior management and global employees participate in risk identification and ranking and assessment of management preparedness to address identified risks. The risk profiles and current and future mitigating actions are discussed and refined during subsequent discussions with senior management. Any identified risks are prioritized based on the potential exposure to the business and measured as a function of severity of impact and likelihood of occurrence, after taking into account management’s preparedness.

Non-Ordinary Course Expenditure Policy

To monitor transactions that could potentially expose the company to risk, the Board has a formal delegation of authority policy for non-ordinary course expenditures which specifies areas for which Board review and approval are required.

Compensation Risk Review

In advance of the annual Compensation Committee review and discussion of enterprise risk associated with our executive and non-executive employee compensation programs, plans and policies (for purposes of this discussion, “plans”), we follow a multi-step process for the internal assessment and a final review by our management committee consisting of our chief administration officer, chief financial officer and senior legal counsel to ensure any risks that are reasonably likely to have a material adverse effect on the company are identified and controlled for or mitigated appropriately. Pearl Meyer & Partners, LLC, the company’s independent compensation consultant (“Pearl Meyer”), is consulted throughout the risk assessment process. The scope of the review and assessment includes all executive compensation programs and global incentive programs.

In December 2018, management presented the Compensation Committee with an analysis of our compensation plans and a review of the key areas of potential risks. Management’s assessment was that the risks arising from our compensation plans do not encourage excessive risk-taking that would likely have a material effect on the company’s

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financial condition. The Compensation Committee discussed this conclusion with management and reviewed the level of enterprise risk associated with our executive and non-executive employee compensation plans. To assess whether the plans encourage unnecessary or excessive risk taking, the Compensation Committee considered the plan design, strategy and philosophy for cash and equity incentive plans, how the incentives are likely to impact employee behavior, the appropriateness of the plan metrics and what checks and balances exist to mitigate risks for inappropriate or fraudulent behavior.

Regarding the executive plans, the Compensation Committee concluded that the plans mitigate unnecessary risk taking in both design and by the controls placed upon them because (i) the pay mix is appropriately balanced between fixed and variable components, and there is good balance of cash and equity pay which is consistent with the market practice, (ii) the metrics used for annual cash and long-term incentive program are distinct but complementary across plans and appropriately balance multiple measures of performance, (iii) incentive metrics and performance targets are selected to align with our overall business strategy and long-term value creation, (iv) threshold performance and maximum payouts exist for incentive plans and they reflect a reasonable range of performance expectations, (v) the Compensation Committee approves the metrics and payouts for the executive plans and may adjust the payouts downward, (vi) good internal controls exist for calculation of performance metric achievement, (vii) a recoupment (claw back) policy exists should payment be made on inaccurate calculations or a covered employee engages in gross misconduct, and (viii) executive officers are subject to share ownership guidelines.

The plans of IPC Group, the European-based group of companies we acquired at the beginning of 2017 (“IPC”), will be included in our 2019 compensation risk assessment.

BOARD COMMITTEES

As mentioned above, we have four standing committees of the Board: Audit, Compensation, Governance and Executive. Membership on these committees is limited to independent directors. Each committee operates under a written charter and evaluates its charter annually.

Audit Committee

Our Audit Committee is comprised of Donal L. Mulligan (Chair), William F. Austen, Steven A. Sonnenberg and David S. Wichmann. Our Board uses the listing standards of the NYSE to determine whether the Audit Committee members possess the requisite financial literacy to serve on the committee. The Board has determined that all Audit Committee members are financially literate and independent.

At least one member of the Audit Committee must have accounting or related financial management expertise as required by NYSE rules. The Audit Committee endeavors to have at all times a member who qualifies as an “audit committee financial expert” as defined by the Securities and Exchange Commission. The Board has determined that Messrs. Mulligan and Wichmann, each with extensive experience in financial management, and Mr. Wichmann being a certified public accountant, satisfy the requirements of an “audit committee financial expert,” and that their expertise has been acquired through training and relevant experience.

The Audit Committee is required to meet no less than four times throughout the year and in 2018 met on 11 occasions.

The primary functions of the Audit Committee are to oversee:

·                  the integrity of our financial statements;

·                  compliance with legal and regulatory requirements;

·                  the independent registered public accounting firm’s qualifications, independence and performance;

·                  the performance of the internal audit function;

·                  the performance of the system of internal controls over financial reporting;

·                  the ethics compliance program;

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·                  risk assessment and risk management policies; and

·                  significant financial matters.

Compensation Committee

Our Compensation Committee is comprised of David Windley (Chair), Azita Arvani, William F. Austen, Carol S. Eicher and David S. Wichmann, all of whom meet the criteria for independence under the NYSE listing standards, Section 162(m) of the Internal Revenue Code and Rule 16b-3 of the Securities Exchange Act of 1934.

The Compensation Committee is required to meet no less than four times throughout the year. In 2018, the Compensation Committee held four meetings.

A primary function of the Compensation Committee is to assist the company in maximizing shareholder value by ensuring that executive officers are compensated in accordance with our philosophy, objectives and policies. The Compensation Committee’s duties include, among other things, approving executive compensation policies and strategies; evaluating executive officers’ compensation levels and payouts against performance goals; approving and administering compensation plans; overseeing certain compensation disclosures in the proxy statement; and overseeing risks associated with our compensation policies and practices. In addition, in conjunction with its outside compensation consultant, the Compensation Committee recommends compensation levels for non-employee directors for approval by the Board.

Use of Outside Compensation Consultant

Our Compensation Committee engages Pearl Meyer to advise it on executive officer and non-employee director compensation. Pearl Meyer’s services include (i) making recommendations regarding the form and amounts of executive officer and non-employee director compensation, (ii) providing market and performance data as a backdrop to the committee’s decisions regarding executive officer and non-employee director compensation, and (iii) advising the committee as to best practices and recent legal, governance and regulatory considerations regarding executive officer and non-employee director compensation.

Pearl Meyer reports directly to the Compensation Committee and works collaboratively, as directed by the Chair of the committee, with management. In 2018, the committee concluded that Pearl Meyer was independent with respect to the services it provided because (i) it reported directly to the committee, (ii) the committee could solicit advice and consultation from it without management’s direct involvement, and (iii) all of the services provided by it in 2018 were at the request of the committee. In addition, the Compensation Committee assessed the independence of Pearl Meyer pursuant to Securities and Exchange Commission rules and concluded that no conflict of interest exists that would prevent Pearl Meyer from independently advising the committee.

The Compensation Committee has established a process to limit potential conflicts of interest should management desire to seek advice from Pearl Meyer for non-executive compensation matters. Specifically, the committee determined that if management desires to use Pearl Meyer to provide any advice on non-executive compensation matters, it must contact the committee Chair and inform him or her of such request. The committee delegated to the Chair the authority to make a decision as to whether the service is appropriate. The Chair is required to inform the committee of any such request or approval granted no later than at the next scheduled committee meeting. No less than annually Pearl Meyer must provide a summary to the committee describing any non-executive compensation services provided to the company or management. No such services were provided in 2018.

Additional information about Pearl Meyer’s role is set forth below under “Compensation Discussion and Analysis, Compensation Determination Process.”

Governance Committee

Our Governance Committee is comprised of Carol S. Eicher (Chair), Azita Arvani, Maria C. Green, Donal L. Mulligan, Steven A. Sonnenberg and David Windley.

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The Governance Committee is required to meet at least two times throughout the year. In 2018, the Governance Committee met on three occasions. The primary purpose of the Governance Committee is to:

·                  assist the Board in identifying individuals qualified to become Board members;

·                  determine the composition of the Board and its committees;

·                  develop and maintain criteria and procedures for the identification and recruitment of candidates for election to serve as directors;

·                  lead the Board in its annual performance review and coordinate its self-evaluation process;

·                  regularly review and, when applicable, recommend to the Board changes to the Corporate Governance Principles, Business Ethics Guide, Articles of Incorporation and By-Laws of the company and certain Board committee charters; and

·                  assist the Board in understanding and complying with new corporate governance laws, regulations and policies affecting us or our business.

Executive Committee

Our Executive Committee is comprised of the independent Board members. Mr. Sonnenberg, as Chair of the Executive Committee and Lead Director, presides at the Executive Committee meetings.

The Executive Committee is to meet no less than four times throughout the year, and in 2018 met on eight occasions at either the beginning or the end of each Board meeting.

The primary purpose of the Executive Committee is to review such matters and take such actions as are appropriate to be reviewed or taken by the independent directors, including, among other things, overseeing the annual CEO evaluation process, reviewing and approving our management succession plan, and overseeing our long-term strategic direction. Any meeting of the Executive Committee held at the beginning of a regularly scheduled Board meeting generally is used to discuss the Board’s priorities and focus on the agenda topics for that meeting. Any meeting of the Executive Committee held following a regularly scheduled Board meeting is generally used to, among other things, assess the quality of the meetings and to collect feedback for the Lead Director to present to the CEO and management. Such feedback includes any requests for specific information relating to our long-term strategic direction, the annual CEO performance review, the compensation of our CEO, our management succession plan, the risks and opportunities inherent in our strategic decision making, future agenda items, and other materials.

BOARD AND COMMITTEE SELF-EVALUATION PROCESS

The Board and its committees generally conduct an annual performance evaluation as follows: annually in October, Board members complete a detailed questionnaire which asks for quantitative ratings and subjective comments in key areas covering Board and committee matters. Responses are collected by the General Counsel and a compilation of all the responses is provided to the Governance Committee. In addition, management prepares a response memorandum to the Chair of the Governance Committee. Upon review by the Governance Committee, the compilation of responses and management’s response memorandum are provided to the Board and each committee for review and discussion. Each committee thereafter provides an evaluation summary to the Board. Feedback is then provided to management through the Lead Director.

In addition, Board members periodically conduct an evaluation of their peer directors. Feedback is provided directly to the Lead Director, who then communicates to the individual directors the information gathered from this process. This peer review process was last completed in early 2019.

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BOARD AND COMMITTEE MEMBER NOMINATIONS AND APPOINTMENTS

Committee Appointments

Our Board appoints members of its committees at least annually upon recommendation of the Governance Committee after taking into account the desires, experiences and expertise of individual directors, the recommendations of our CEO and the benefits of rotating committee membership.

Director Nomination Process

Our Governance Committee is responsible for recommending nominees for election to the Board. As required by the Corporate Governance Principles, the Governance Committee is responsible for reviewing with the Board, on an annual basis, the requisite skills and characteristics of individual members. The committee must also balance the composition of the Board, as a whole, with the needs of the company.

Our Governance Committee reviews all director nominees and recommends to the Board those persons whose attributes it believes are most beneficial to the company. The committee’s assessment of each director nominee takes into consideration the needs of the Board, the ability to effectively represent the shareholders and stakeholders generally, as well as the following attributes:

·                  Experience

·                  Expertise

·                  Integrity

·                  Competence

·                  Diversity

·                  Skills (including interpersonal)

·                  Dedication

The Board does not have a written policy with regard to the consideration of diversity in identifying director nominees. However, as indicated above, diversity is one of the factors that the Board takes into consideration when assessing director nominees. In that regard, the Board defines “diversity” broadly to include race, gender, national origin, functional experience, geographic representation and personal skills and attributes.

The Board looks for candidates who have public company experience, have a history of demonstrating strong and ethical leadership, are sufficiently senior and adept at understanding and evaluating strategic, financial, operational and global risks, and have the expertise to create a well-rounded Board. The Governance Committee also considers the Corporate Governance Principles, which include the following factors when considering director nominees:

·                  The size of the Board

·                  Directors with job changes

·                  Director terms

·                  Other board service

·                  Retirement

·                  Independence

Once a recommendation is made by the Governance Committee, it is reviewed by the Board. In making its decision to nominate directors, the Board considers all of the above factors.

Ms. Green joined the Board as a Class I director on March 15, 2019. The Governance Committee led the process for selecting Ms. Green and recommending her to the Board. Based upon the composition and qualifications of the current Board members, the Governance Committee focused on candidates with strong experience in public company corporate governance, global legal and compliance and international matters. The Governance Committee retained an independent search firm to assist with the director search and make recommendations regarding candidates who satisfied the Board’s criteria. Ms. Green was first identified by the independent search firm.

Shareholder Nominations

The Governance Committee will consider director candidates recommended by shareholders. Shareholder recommendations must be accompanied by a sufficiently detailed description of the candidate’s background and qualifications. The committee will evaluate the candidate using the aforementioned criteria. To recommend a qualified candidate, shareholders should write to the Chair of the Governance Committee at the address listed below.

If a shareholder wishes to nominate a director, under our Restated Articles of Incorporation, a shareholder of record must submit to the Corporate Secretary a written request that a person’s name be placed in nomination. This request must be

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received not less than 75 days prior to the date fixed for our annual meeting, along with the written consent of the proposed nominee to serve as a director.

COMMUNICATION WITH THE BOARD OF DIRECTORS

All interested parties, including shareholders, may communicate with the independent members of the Board by writing to our Lead Director at:

ATTN: General Counsel, Mail Drop #29

Tennant Company

701 North Lilac Drive

P. O. Box 1452

Minneapolis, MN 55440-1452

All of the communications will be delivered to the General Counsel who will forward communications to our Lead Director to address the matter.

COMMITTEE CHARTERS AND OTHER GOVERNANCE DOCUMENTS

All four standing Committee Charters, as well as other governance documents, including the Corporate Governance Principles and Business Ethics Guide, are available on our website at http://www.tennantco.com. To access these documents click on “Investors” at the bottom of our home page, then “Governance” and then “Governance Documents.” Our report on our sustainability initiatives can also be found by clicking on “Sustainability” at the bottom of our home page.

DIRECTOR COMPENSATION

Our non-employee director compensation program is designed to be competitive and to align the interests of our non-employee directors with the long-term interests of our shareholders. Our director compensation program is reviewed annually by the Compensation Committee using external data derived from our outside compensation consultant’s review of proxy data used in the executive compensation determination process. The amount of compensation for non-employee directors has remained unchanged since the 2015 Board year. We define “Board year” for director compensation purposes as the time between annual shareholder meetings. In August 2017, the Compensation Committee, with the advice of its independent compensation consultant, undertook a review of our equity compensation program for non-employee directors as compared to our comparator group described in the Compensation Discussion and Analysis section. Following this review and to be consistent with market practice, the Compensation Committee recommended, and the Board approved, that beginning in April 2018 the annual equity award to non-employee directors would be in the form of restricted stock units rather than 50% in shares of restricted stock and 50% in stock options. The aggregate grant date fair value of the annual equity award remained unchanged at $100,000. Additional information regarding the restricted stock units is provided below.

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Director Compensation for 2018

The non-employee director compensation for the 2018 Board year was as follows:

Retainer fees are paid in cash or non-employee directors may elect to defer the retainer fees under the Tennant Company Executive Non-Qualified Deferred Compensation Plan. For additional information on this plan, see the Non-Qualified Deferred Compensation discussion under “Compensation Discussion and Analysis—Other Plans and Agreements—Supplemental Retirement Savings Plan (Non-Qualified Deferred Compensation).” All compensation paid to directors who join the Board between annual shareholder meetings is pro-rated for partial years of service.

Non-employee directors receive annual grants of restricted stock units under the 2017 Stock Incentive Plan having an aggregate fair value of $100,000, subject to rounding adjustments described below. The number of restricted stock units granted is determined by dividing $100,000 by the closing price of our common stock on the grant date, rounded to the nearest share. The restricted stock units vest one year from the date of grant and convert into an equal number of shares of our common stock. A director may defer receipt of the shares until his or her service as a director ends or until a pre-established date set forth in the irrevocable deferral election form applicable to the award. We pay dividend equivalents on all outstanding restricted stock units. Dividend equivalents are accrued at the same rate that dividends are paid to our shareholders, are subject to the same vesting conditions as the underlying units and are paid in cash at the same time as the underlying units are settled.

The table below summarizes compensation paid to each person who served as a non-employee director during fiscal 2018. Ms. Green joined the Board on March 15, 2019.

(1)                                 Includes retainer fees earned, whether paid in cash or deferred.

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(2)                                 The valuation of stock awards is calculated using the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718. See Footnote 19 “Share-Based Compensation” to our financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2018 for the assumptions used in such valuation. The following table summarizes the aggregate number of restricted shares, restricted stock units and options held by each non-employee director as of December 31, 2018.

(a)                                 Reflects restricted shares granted to non-employee directors prior to the 2018 Board year which vest upon the director’s termination of service on the Board.

(b)                                 Reflects stock options granted to non-employee directors prior to the 2018 Board year which vest pro rata over a three-year period beginning on the first anniversary of the date of grant.

Stock Ownership Goal for Non-Employee Directors

The Board has adopted a stock ownership goal for non-employee directors of five times their annual cash retainer, to be attained within five years from the date of election to the Board. Progress toward the ownership goal is measured each year at the time of the February Compensation Committee meeting. Ownership levels are calculated by adding (i) the value of the shares held directly by the director, (ii) the estimated after-tax value of restricted and unrestricted shares, and (iii) the potential gains from vested options, as of the close of market on December 31 of the year immediately preceding the year of calculation. Directors who have served on the Board for five years or more have achieved their goals. Newer Board members are on pace for achieving their ownership targets within the five-year period.

Director Compensation for 2019

In December 2018, consistent with its annual review of non-employee director pay, the Compensation Committee requested that its independent compensation consultant review the competitiveness of the current pay program to determine whether changes should be considered for 2019. Pearl Meyer analyzed the market competitiveness of our non-employee director pay program, including all role-based retainers and fees, and reviewed each element of the pay program against our comparator group and, as a secondary reference point, against all industry survey data. Based on this analysis and the compensation consultant’s recommendations, in February 2019 the Compensation Committee and the Board approved the following changes to the non-employee director pay package for the 2019 Board year:

·                  Increase the annual cash retainer from $55,000 to $65,000

·                  Increase the annual Lead Director retainer from $20,000 to $60,000

·                  Increase the annual equity award from $100,000 to $110,000

The increase in the annual Lead Director retainer was also based on our Lead Director’s more expansive duties in comparison to the lead directors in the comparator group.

ITEM 1—ELECTION OF DIRECTORS

Our Restated Articles of Incorporation provide that the Board will be divided into three classes of directors of as nearly equal size as possible, and the term of each class of directors is three years. Currently, we have nine directors with three directors serving in each class. At the Annual Meeting, three Class III directors are to be elected for three-year terms and one Class I director is to be elected to a one-year term. If elected, each will serve until their terms expire at the time of the Annual Meeting in 2022 and in 2020, as applicable, and, in each case, until their successors are elected and have qualified. Each nominee has expressed his or her willingness to serve. In the event that any of the nominees is not a

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candidate at the Annual Meeting, it is the intention of the named proxies to vote in favor of the remaining named nominees and to vote for a substitute nominee selected by the Governance Committee.

The Board, upon recommendation of the Governance Committee, has designated (i) William F. Austen, H. Chris Killingstad and David Windley as nominees for election as Class III directors at the Annual Meeting to serve three-year terms expiring in 2022, and (ii) Maria C. Green as a nominee for election as a Class I director at the Annual Meeting to serve a one-year term expiring in 2020. All nominees currently serve on our Board and were elected by shareholders at our 2018 Annual Meeting, except for Maria C. Green who joined our Board on March 15, 2019.

The Board of Directors, upon recommendation of the Governance Committee, unanimously recommends a vote FOR each of the director nominees.

AUDIT COMMITTEE AND INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM INFORMATION

FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The following table represents fees for professional services rendered by KPMG for the audit of our annual consolidated financial statements, certain audit-related services, tax services and all other fees paid to KPMG for the years ended December 31, 2018 and 2017:

(1)                                 Audit Fees for 2018 and 2017 include professional services rendered in connection with the audit of our consolidated financial statements, including quarterly reviews, statutory audits of certain of our international subsidiaries and the audit of internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002, comfort letter fees in connection with the April 2017 private placement of our outstanding 5.625% Senior Notes due 2025, fees related to the audit associated with the exchange offer of our outstanding 5.625% Senior Notes due 2025, as well as other filings with the Securities and Exchange Commission.

(2)                                 Audit-related fees consisted of transaction due diligence support.

(3)                                 Tax Fees for 2018 and 2017 consisted primarily of international tax compliance and consulting services. The Audit Committee has adopted a Pre-Approval Policy for Non-Audit Services, which appears on our website as an exhibit to the Audit Committee charter. All audit-related, tax and other non-audit services were performed in compliance with the Pre-Approval Policy. The Audit Committee has determined that the provision of the above non-audit services did not impact KPMG’s independence.

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AUDIT COMMITTEE REPORT

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of KPMG. The Audit Committee and the Board believe that the retention of KPMG is in the best interests of the company and its shareholders.

The Audit Committee’s meetings are designed to facilitate and encourage private communication between the committee and KPMG. In addition, the committee complied with its charter responsibilities and reviewed and discussed the audited consolidated financial statements with management. The Audit Committee discussed with KPMG the matters required to be discussed by the applicable Public Company Accounting Oversight Board standards. KPMG also provided to the committee the written disclosures required by applicable requirements of the Public Company Accounting Oversight Board regarding independence, and the committee discussed with KPMG the firm’s independence.

Based upon the committee’s discussion with management and KPMG and the committee’s review of audited consolidated financial statements and the report of KPMG to the committee, the committee recommended that the Board include our audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2018 filed with the Securities and Exchange Commission.

Members of Audit Committee

ITEM 2—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

At the Annual Meeting, shareholders will vote on the proposal to ratify the appointment of KPMG as our independent registered public accounting firm for the year ending December 31, 2019.

KPMG is an independent registered public accounting firm. The Audit Committee is responsible for the appointment, compensation and oversight of KPMG and believes that the retention of KPMG is in the best interests of the company and its shareholders.

We have been advised that a representative of KPMG will be present during the Annual Meeting. The representative will be available to respond to appropriate questions and will be given the opportunity to make a statement if the firm so desires.

The Board of Directors, upon recommendation of the Audit Committee, unanimously recommends a vote FOR ratification of KPMG LLP as the company’s independent registered public accounting firm.

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EXECUTIVE COMPENSATION INFORMATION

COMPENSATION DISCUSSION AND ANALYSIS

This compensation discussion and analysis (“CD&A”) explains our executive compensation program and describes the process followed by the Compensation Committee for making pay and benefit decisions, as well as its rationale for specific decisions made in 2018. The following discussion should be read in conjunction with the Summary Compensation Table and related tables and footnote disclosure setting forth the compensation of the following current and former executive officers (referred to as the “Named Executives”):

·                  H. Chris Killingstad, President and Chief Executive Officer

·                  Keith A. Woodward, Senior Vice President, Chief Financial Officer

·                  Richard H. Zay, Senior Vice President, The Americas and Research and Development

·                  David W. Huml, Senior Vice President, EMEA, APAC, Global Marketing and Operations

·                  Carol E. McKnight, Senior Vice President, Chief Administrative Officer

·                  Thomas Paulson, Former Senior Vice President, Chief Financial Officer

·                  Jeffrey C. Moorefield, Former Senior Vice President, Global Operations

Mr. Woodward was appointed Senior Vice President, Chief Financial Officer, effective December 1, 2018, succeeding Mr. Paulson, who announced his intention to retire in July 2018. Mr. Paulson remained employed with the company in a non-executive role through January 24, 2019 to facilitate a smooth transition. Mr. Moorefield ceased to be employed in the position of Senior Vice President, Global Operations effective June 30, 2018, and his employment continued in a non-executive role until December 31, 2018. Mr. Huml was given responsibility for global operations effective June 30, 2018.

Executive Summary

Overview of 2018 Performance

We are a global industry leader focused on growing through innovative products, geographic expansion and serving new markets. We successfully executed key elements of our 2018 strategy to enhance our product portfolio, take advantage of our significantly expanded presence in the European market and diversify our sales channel. As a result, we saw significant revenue growth in 2018, experiencing organic revenue growth in all of our geographic regions. During 2018, the Americas region grew 7.5%, the EMEA region grew 1.3%, and the APAC region grew 3.2%, for a total organic revenue growth of 5.5%. Strong growth in our strategic account channel, particularly in North America, and broad-based growth in Latin America were significant drivers of this growth. Additionally, IPC continued to deliver in line with the planned amounts. We moved forward with key IPC integration actions in 2018 and are on track to deliver the planned acquisition-related synergies.

We did experience some challenges during the year with respect to gross margins. The reduction in gross margins from 2017 to 2018 was primarily due to external market dynamics which were not unique to the company, including our inability to timely procure labor and materials needed for our production, unplanned tariff costs, and higher freight charges.  Additionally, the unfavorable product mix resulting from robust strategic account sales in 2018 had a detrimental impact on margins. Despite challenging external factors, we did see improvements in factors we could control. For instance, we experienced manufacturing performance improvement and achieved customer price increases, both of which helped to partially offset these negative external factors. We also improved margins in our service business with both operational improvements and by significantly reducing the number of open service trucks to substantially below our normal planned levels. To help mitigate the negative impact from the lower gross margins, we implemented tight management of our controllable expenses. With the combination of the higher-than-anticipated revenue and management of controllable expenses, we were able to partially offset the gross margin challenges that we faced and delivered operating profit slightly below our planned amount.

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Snapshot of 2018 Compensation Decisions

Based on our performance and consistent with the design of our program, the Compensation Committee made the following executive compensation decisions for fiscal 2018:

·                 Base salary: Approved salary increases ranging from 5% to 10.5% based on merit increases, market increases and offsets from the elimination of the annual perquisite allowance.

·                  2018 Short-Term Incentive Plan (“STIP”): Financial and strategic objectives resulted in an overall payout percentage of 101.95% of target, subject to organizational weighting for certain executives.

·                  2018 Long-Term Incentive Plan (“LTIP”) Awards: Named Executives received 20% of their grant in restricted stock, 40% in stock options and 40% in performance-based restricted stock units (“PRSUs”).

·                  2016 PRSU Awards: Since the company did not meet its targets for the 2016-2018 LTIP, the Named Executives did not receive any payout of shares for this award.

·                  RSU Awards: Three Named Executives received one-time awards of restricted stock units (“RSUs”) separate from the LTIP program.

The Compensation Committee believes that the design and structure of the company’s incentive program, and the decisions it makes, provides a direct link between company performance and pay outcomes for the executives, as described in greater detail below.

Role of the Committee in the Compensation Process

The Compensation Committee ensures that executive compensation and benefit programs are consistent with our compensation philosophy and other corporate goals. The Compensation Committee makes decisions regarding Total Direct Compensation (i.e., base salary and short-term and long-term variable pay), other benefits and perquisites for Named Executives, and, subject to final approval from the Executive Committee, the compensation of our CEO.

Compensation Determination Process

The Compensation Committee typically meets four times a year to consider various aspects of compensation for the Named Executives and non-employee directors. Among other things, it decides how to allocate each Named Executive’s Total Direct Compensation and determines the target level of Total Direct Compensation for each. The committee sets Total Direct Compensation and the allocation between each element so that it is consistent with our compensation objectives.

While we do not target any specific mix of compensation, we generally aim to have a compensation program that is in line with benchmarked companies and survey data. In addition, we aim to appropriately balance (i) fixed versus variable compensation, (ii) short- versus long-term compensation, (iii) company versus individual performance, and (iv) shareholder, financial, operational and strategic goals. The balance and mix of incentive compensation are reviewed and determined each year based on short- and long-term objectives of the business.

Annually in December, the Compensation Committee conducts a comprehensive review of pay levels for our Named Executives. The Compensation Committee sets the Named Executives’ Total Direct Compensation opportunity at its annual February meeting. As part of the review, the committee receives proxy peer data and other external reference data in the form of published executive compensation surveys from Pearl Meyer.

In setting compensation for 2018, the Compensation Committee reviewed a combination of proxy peer group and executive compensation surveys to identify competitive market compensation practices and our overall competitive position. The committee works with Pearl Meyer to review the set of comparator firms (the “comparator group”) and to identify and use appropriate executive compensation survey sources against which we assess the competitiveness of executive pay levels.

In addition, the committee considers internal data, including each executive officer’s performance, experience, management capabilities and contributions to our operations, and the tactical and strategic value of specific skill sets of certain key executives. When assessing the compensation of our CEO, the Compensation Committee and the Executive

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Committee evaluate our financial performance against that of peer companies and our CEO’s performance against goals and strategic development of the company.

In connection with the processes outlined above, for 2018, Ms. McKnight, our Senior Vice President, Chief Administrative Officer, provided input on the job scope of each executive officer and facilitated the gathering of the market data used by Pearl Meyer. Pearl Meyer conducted the analysis, reviewed the information in advance with the Chair of the Compensation Committee and reviewed management’s compensation recommendations with the committee. Ms. McKnight was available for questions at the committee meeting when the compensation of the executive officers, except for our CEO, is discussed, but played no role in determining her own compensation. Pearl Meyer independently met alone with the committee, without the presence of members of management, when the compensation of our CEO was discussed.

Comparator Group

The comparator group is used for benchmarking Total Direct Compensation for Named Executives and for non-employee director compensation. The selection methodology for reviewing and determining the comparator group have generally included: industry, size, market capitalization, revenue, geographic product mix and customer segmentation, and aggregate similarity to our company.

The committee reviews the comparator group every year to ensure each company remains appropriate for compensation comparison purposes and reflects our size and scope of business. In addition, the committee reviews and validates the selection criteria every year to ensure it aligns with our business strategies.

In April 2017, the Compensation Committee, working with Pearl Meyer, conducted its regular review of the comparator group for 2018. The committee approved the removal of CLARCOR Inc. from the comparator group because it had been acquired and no longer fit the company’s criteria for its comparator group.

The 19 companies that made up our 2018 comparator group at the time the committee established 2018 Named Executive and non-employee director compensation are listed below. The Compensation Committee selected these companies because they were similar in scope and size, with revenues between $382 million and $2,422 million and market cap between $558 million and $7,851 million.

Compensation Governance

We believe the following practices and policies promote sound compensation governance and are in the best interests of our shareholders and Named Executives:

What We Do:

·                  place a heavy emphasis on performance-based compensation, using a combination of short- and long-term incentives, to ensure a strong connection between our operating performance and actual compensation;

·                  maintain multi-year vesting requirements for equity compensation awards;

·                  provide 100% of long-term incentives in the form of equity;

·                  enforce rigorous stock ownership guidelines;

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·                  maintain a compensation recoupment (claw back) policy;

·                 maintain a fully independent Compensation Committee;

·                  retain an independent compensation consultant;

·                  annually review risks associated with compensation; and

·                  provide shareholders an annual opportunity to cast a say-on-pay vote.

What We Don’t Do:

·                 provide gross-up payments to cover excise taxes for executive or severance benefits;

·                  provide excessive or special perquisites;

·                  option backdating or repricing;

·                  provide grants of reload stock options; or

·                  allow hedging or pledging of Tennant securities by executive officers.

2018 Say-On-Pay

Each year, we carefully consider the results of our shareholder say-on-pay vote from the preceding year. In 2018, approximately 94% of the votes cast supported our executive compensation decisions. Overall, we believe our shareholders are highly supportive of our executive compensation program and its direction. As a result, in 2018 we did not make substantive changes to the structure of our program. We will continue to keep an open dialogue with our shareholders to help ensure that we have a regular pulse on investor perspectives.

What Guides Our Program

Compensation Objectives

Our overall objective is to align executive compensation with our short- and long-term operating goals and the interests of our shareholders.

We seek to offer a comprehensive compensation package that is competitive with those of similarly sized U.S. durable goods manufacturing companies. Our compensation programs take into account that an executive’s actual compensation level may be greater or less than average competitive levels based on our annual and long-term financial performance against pre-established goals, the individual’s performance and the individual’s scope of responsibilities.

Specifically, our compensation programs adhere to the following design philosophy and principles:

·                  create a relationship between pay and performance by providing a strong link between our short- and long-term business goals and executive compensation;

·                  attract and retain high-caliber key executive officers who can create long-term financial success for the company and enhance shareholder return;

·                  motivate executive officers to achieve our goals by placing a significant portion of pay at risk;

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·                  align the interests of executive officers with those of our shareholders by providing a significant portion of compensation in stock-based awards; and

·                  discourage risk-taking behavior that would likely have a material adverse effect on the company.

Linking Pay and Performance

A key component of our executive compensation philosophy is the link between compensation and overall business results and shareholder value creation. We strive to clearly communicate this to our shareholders and believe that looking at realizable pay relative to our peers (see “Comparator Group” above) can illustrate this point effectively.

The Compensation Committee works closely with its outside consultant, Pearl Meyer, to evaluate our compensation programs and ensure adherence to our pay-for-performance philosophy. During 2018, Pearl Meyer assessed the relationship between total realizable pay (as defined below) and our Total Shareholder Return (“TSR”) for the three-year period ended December 31, 2017. This approach uses the most recent period coinciding with our fiscal year-end for which corresponding peer group compensation data is also available. The analysis looks at the degree of alignment between total compensation delivered to Named Executives during the review period and our performance relative to our peer group. “Total realizable pay” is defined as the sum of the following components:

·                  actual base salaries paid over the three-year period;

·                  actual short-term incentive awards paid for the three-year period;

·                  the Black-Scholes value as of December 31, 2017 of any stock options granted over the three-year period;

·                  the value as of December 31, 2017 of restricted shares granted over the three-year period; and

·                  the value as of December 31, 2017 of PRSUs earned for cycles ending in 2015, 2016 and 2017.

For peer companies, realizable pay also includes cash-based long-term incentive plan payouts for cycles that ended within the three-year review period.

As illustrated in the chart below, realizable pay for our CEO and other Named Executives was generally aligned with our relative TSR performance against peers. Realizable pay for the three-year period for our CEO and other Named Executives approximated the 20th to 30th percentile. Our TSR over the same period of time approached the 20th percentile.

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Direct Compensation Elements

We seek to achieve our objectives using the following compensation elements:

Total Direct Compensation: Pay Mix

Our compensation strategy is to target compensation levels within a competitive range of the comparator group at approximately the 50th percentile in base salary and between the 50th and 75th percentile for short-term and long-term incentives, positioning Total Direct Compensation between the 50th and 75th percentile. The Compensation Committee believes that this strategy provides sufficient short-term compensation to attract and retain competitive talent, but also places a large portion of pay in the form of equity and performance-based pay at risk to drive long-term performance goals.

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Based on Compensation Committee’s pay decisions, the charts below show the target Total Direct Compensation that Mr. Killingstad and other Named Executives received in fiscal 2018. These charts illustrate that a majority of Total Direct Compensation (approximately 81%) of Mr. Killingstad’s compensation is variable and at risk, and an average of 67% of Total Direct Compensation for our other Named Executives is variable and at-risk based on our performance. The other Named Executive chart does not include Mr. Woodward who joined the company in December 2018 and was not eligible for short-term or long-term incentives for 2018.

Key Compensation Decisions for 2018

Base Salary and Incentive Targets

Base salaries and incentive targets for Named Executives are reviewed annually to ensure that they remain competitive and reflect the scope and responsibility of their positions. In making base salary and incentive target decisions, the Compensation Committee considers benchmarking data provided by Pearl Meyer, our CEO’s recommendations, current base salary, relative position related to market data, scope and complexity of the position, experience, individual performance and internal pay equity.

For 2018, the Compensation Committee approved salary increases for the Named Executives ranging from 5% to 10.5% based on a combination of merit increases, market increases and offsets from the elimination of the annual perquisite allowance.

(1)                                 Mr. Woodward was not employed by the company in 2017.

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Based on a review of external market data, incentive targets for 2018 remained the same as for 2017.

Mr. Woodward did not participate in the STIP or LTIP for 2018.

Incentive Compensation Metrics

Our incentive compensation plans are designed to reward Named Executives for achievement against key financial performance metrics. Each of the metrics used in our executive compensation program is defined below:

With respect to Incentive OP$ and Incentive OP%, the Compensation Committee has authority to interpret our incentive plans and adjust the metrics and take other actions in its sole discretion to assure that the plans operate consistently with the compensation goals. The plans were designed such that when calculating the metric achievement, the committee has the authority to adjust results for non-operating and other extraordinary items. For 2018, the only discretionary adjustment approved by the Compensation Committee related to the business unit results applicable to Mr. Huml’s STIP payout, whereby the results were adjusted to exclude the impact of certain depreciation expense and the reversal of certain amortization expense related to the IPC acquisition that were not included in the operating plan for the business unit. In approving the adjustment, the Compensation Committee considered that the nature of the adjustment did not relate to the core performance of the business unit.

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Achievement of 2018 Short-Term Incentive Plan

To drive achievement of our growth and financial performance goals, our 2018 STIP metrics were Incentive OP$, Incentive OP%, and Total Revenue. In 2018, based on the company’s financial performance against these metrics, the payout level was 101.95% of target.

2018 Short-Term Incentive Plan Organizational Weightings

Messrs. Killingstad and Paulson and Ms. McKnight each earned a 2018 STIP payout of 101.95% of target. In setting the performance goals for the Americas, EMEA, APAC and IPC business units, the Compensation Committee strove to make the difficulty of achieving the different payout levels on par with the difficulty of achieving the corporate payout levels, while also taking the specific circumstances facing these businesses into account. Accordingly, Mr. Zay earned a 2018 STIP payout of 93.69% based in part on consolidated Americas financial results of 74.42%, and Mr. Huml earned a 2018 STIP payout of 100.19% of target based in part on consolidated EMEA, APAC and IPC financial results at 96.10%. In accordance with his Transition and Separation Agreement, as discussed below, Mr. Moorefield received a 2018 STIP payout of 100%. Mr. Woodward did not participate in the 2018 STIP.

Achievement of 2016-2018 Long-Term Incentive Plan Performance-Based Restricted Stock Units

In February 2016, the Compensation Committee approved the 2016-2018 LTIP for the Named Executives in the following mix:

·                  40% PRSUs that vest in three years based on the performance metrics described below;

·                  40% non-qualified stock options vesting ratably over three years; and

·                  20% restricted stock that cliff vests at the end of three years.

To determine if the PRSUs would be paid out, we needed to achieve a certain three-year average Incentive ROIC threshold. If the Incentive ROIC threshold was achieved, a three-year average Organic Revenue target would be used to determine the variable payout in shares at the end of the performance period. Incentive ROIC is adjusted for certain types of extraordinary items as defined and approved by the Compensation Committee at the beginning of the performance period.

On February 13, 2019, the Compensation Committee determined that, because the Incentive ROIC threshold was not achieved, no payout was earned for the 2016-2018 PRSUs. The threshold for payment would have required that we achieve a simple three-year average Incentive ROIC of 33% and average Organic Revenue of $833 million. The actual three-year average Incentive ROIC was 24.5%, and actual average Organic Revenue was $828 million.

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2018-2020 Long-Term Incentives

For the 2018-2020 LTIP, the Compensation Committee approved the same mix of equity awards described with respect to the 2016-2018 LTIP but modified the metrics to Incentive ROIC (weighting of 60%) and Cumulative Earnings Per Share (weighting of 40%). For more information regarding the specific grants made to Named Executives under the 2018-2020 LTIP, see the Summary Compensation Table and the Grants of Plan-Based Awards table. Both the Incentive ROIC goal and the performance calculation exclude the impact of variables such as extraordinary items, unusual or non-recurring events, changes in accounting principles, realized investment gains or losses, discontinued operations, acquisitions, divestitures and material restructuring or impairment charges. The Incentive ROIC metric is important as it measures the return generated from capital invested and holds us accountable for both profitability and effective use of our balance sheet. We use Cumulative Earnings Per Share as a metric because of its bottom-line focus on profitability, its multiple levers to drive performance over multi-year periods and because it is a key measure to our investors. Earnings Per Share is also the most prevalent metric used by our peers in their performance-based long-term incentive programs.

Performance at the threshold level earns a payout equal to 50% of target, while performance at the maximum level earns a payout equal to 200% of target. The performance targets are confidential and competitive information, particularly to the extent they relate to projected company financial data, which the company does not publicly disclose. The Compensation Committee believes that targeted levels of performance for the LTIP grants are challenging and will not be achieved all of the time. The Compensation Committee set the LTIP financial performance target at a level that would make it reasonably difficult to achieve, when taking into account the business environment at the time the target was established. Under our LTIP methodology, financial performance is assessed in relation to the company’s annual operating plan and budgeted invested capital.

Time-Based Restricted Stock Units

In December 2018, the Compensation Committee approved awards of time-based RSUs to Messrs. Zay and Huml and Ms. McKnight that will vest in full on the third anniversary of the grant date. These RSUs were granted to the three Named Executives in consideration of their outstanding performance over the past two years and for retention purposes. For more information regarding the specific grants made to these three Named Executives, see the Summary Compensation Table and the Grants of Plan Based Awards table.

Other Outstanding Long-Term Incentives

2017-2019 Long-Term Incentives

For the 2017-2019 LTIP, the Compensation Committee approved the same mix of equity awards described with respect to the 2016-2018 LTIP but modified the metrics for the PRSUs in this plan to Incentive ROIC (weighting of 75%) and a three-year simple average of Organic Revenue (weighting of 25%). Both the Incentive ROIC goal and the performance calculation exclude the impact of variables such as extraordinary items, unusual or non-recurring events, changes in accounting principles, realized investment gains or losses, discontinued operations, acquisitions, divestitures and material restructuring or impairment charges. Average Organic Revenue reinforces alignment between incentives and our strategic focus on organic growth.

2019-2021 Long-Term Incentives

For the 2019-2021 LTIP, the Committee approved the same metrics and mix of equity awards as described with respect to the 2018-2020 LTIP.

Compensation Design Change for 2019

The Compensation Committee has determined to use different financial metrics for the fiscal 2019 STIP. For 2019, Incentive OP$ and Incentive OP% have been replaced with earnings before interest, taxes, depreciation and amortization (“EBITDA$”) and EBITDA$ as a percentage of net sales (“EBITDA%”), respectively. The Compensation Committee believes that these metrics are more relevant to assess the performance of the business with respect to creation of shareholder value. In addition, these metrics are more appropriate given the significant impact of non-cash amortization expense resulting from the IPC acquisition. Total Revenue will continue as the third metric under the STIP in 2019. The weighting of the 2019 financial metrics is as follows: EBITDA$ (weighting of 50%), EBITDA% (weighting of 25%) and Total Revenue (weighting of 25%).

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Other Plans and Agreements

Named Executives may also receive payments through various other agreements and the plans described below or in the event of special circumstances. These agreements and plans are typically required in the competitive environment to attract and retain talent.

Retirement Savings Plan

Our Named Executives are generally eligible to participate in the broad-based welfare benefit programs that we sponsor, including the Tennant Company Retirement Savings Plan (“Savings Plan”). The Savings Plan is available to all eligible employees, as defined by the plan, and allows for pre-tax elective deferrals, Roth contributions and a matching contribution by us of up to 3% of eligible compensation up to $275,000. In addition, the Savings Plan allows profit sharing contributions by us based on the relevant metric set. This additional profit sharing contribution is paid into each eligible employee’s account under the Savings Plan unless the amount exceeds 3.5% of eligible compensation, in which case 3% is paid into the eligible employee’s account and the balance of the actual calculated profit sharing amount is paid in cash to the employee. The Incentive OP$ achieved in 2018 resulted in a profit sharing contribution under the Savings Plan for 2018 equal to 2.78% of eligible compensation up to $275,000.

Supplemental Retirement Savings Plan (Non-Qualified Deferred Compensation)

Our Named Executives are eligible for supplemental non-qualified benefits under our Non-Qualified Deferred Compensation Plan. The intention of this plan is to provide participating individuals with benefits that would otherwise be available to them under our Savings Plan but for the application of limitations on benefits imposed by the Internal Revenue Code. The amounts deferred in this plan are listed in the “Excess” column in the All Other Compensation Table which is included as a footnote to the Summary Compensation Table. In addition, this plan allows employee participants to defer the receipt of base salary and STIP payments and non-employee directors to defer receipt of annual retainers as follows:

·                  executive officers, including Named Executives, may elect to defer 0-25% of their base salary and 0-100% of their STIP payout; and

·                  non-employee directors may elect to defer 0%, 50% or 100% of their annual retainer.

The interest rate earned on deferrals in 2018 was 3.40%.

Certain management and Named Executives may defer income on a pre-tax basis in excess of the deferral amounts allowed under our Savings Plan. Participating employees may receive discretionary company contributions under this plan in the form of excess profit sharing not available to them under the Savings Plan. In addition, participants are eligible to receive matching contributions not available to them under the Savings Plan. Under the terms of this plan, matching contributions and annual profit sharing contributions are based on formulas applicable to them in the Savings Plan but not available because of qualified plan limitations. Participants’ accounts are fully vested at all times except that a participant forfeits all company discretionary matching contributions and profit sharing contributions in the event of termination for cause. Pursuant to this plan, “cause” means (i) the participant’s gross negligence, fraud, disloyalty, dishonesty or willful violation of any law or significant policy, to the extent committed in connection with the position or (ii) the participant’s failure to substantially perform (for reasons other than disability) the duties reasonably assigned or appropriate to his or her position. In each case, the participant’s behavior must have resulted in a material adverse effect on our company or an affiliate. The timing of payment of benefits attributable to amounts contributed or deferred after January 1, 2003, including company contributions and gains and losses credited thereon, varies based on the type of contribution or deferral.

Transition and Separation Agreement with Jeffrey Moorefield

Jeffrey C. Moorefield ceased serving as Senior Vice President, Global Operations effective June 30, 2018 but continued serving in a non-executive role until December 31, 2018. We entered into a transition agreement with Mr. Moorefield providing the following severance pay and benefits to Mr. Moorefield in connection with termination of his employment: (i) severance pay and benefit amounts consistent with his employment agreement in connection with an involuntary termination without cause and his 2018 STIP award based on the company’s actual performance for the full year (but no greater than the target payout), (ii) reimbursement of Mr. Moorefield’s reasonable moving expenses up to a total of $5,000 and rent and reasonable lease termination expenses, (iii) acceleration of the vesting of 1,474 restricted shares previously granted to Mr. Moorefield which would otherwise vest on February 26, 2019, and (iv) immediate access to outplacement services.

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Executive Employment Agreements, Management Agreements and Executive Officer Severance Plan

The Compensation Committee has determined that we should provide certain post-termination benefits to our executive officers, including the Named Executives, to obtain the benefits of their services and attention to our affairs. In exchange for the benefits we provide, the Named Executives are required to agree to certain confidentiality, non-competition and cooperation covenants, which the Compensation Committee believes are valuable when an executive’s employment terminates. In addition, the committee believes that we should provide an inducement for executive officers to remain in our service in the event of any proposed or anticipated change in control in order to facilitate an orderly transition, without placing the executive in a position where he or she is concerned about being terminated without compensation in connection with such a transaction. We also require executive officers to sign a release of their claims against us as a condition to receiving payments from us, and this release and the other covenants are more likely to be enforceable as a result of the benefits we provide under these arrangements. For these reasons, we have entered into Executive Employment Agreements and Management Agreements with the Named Executives other than Mr. Woodward, and Mr. Woodward is a participant in the Executive Officer Severance Plan adopted in October of 2018.  Descriptions of the agreements and plan are included under “Agreements and Arrangements with Named Executives.”

Generally, the arrangements only provide for benefits in the event the executive is terminated without cause, provided that certain benefits are also provided if the executive voluntarily terminates his or her employment for good reason under the agreements. The Compensation Committee believes that a termination by an executive for good reason may be conceptually the same as termination by us without cause. This is particularly true in the case of a change in control where a potential acquirer would otherwise have an incentive to constructively terminate the executive’s employment to avoid paying severance benefits. These arrangements are described below under “Agreements and Arrangements with Named Executives.” No payments become due merely upon a change in control, but rather only if the executive officer’s employment is terminated without cause or if the executive officer terminates for good reason following the change in control, which is often referred to as a “double trigger.”

The form and level of benefits provided under these agreements have been approved by the Compensation Committee based on historical practices and general information about the level of benefits provided by other companies with whom we compete for executive talent.

Our equity awards for all employees generally provide for acceleration of vesting, or lapse of restrictions, upon a change in control. The Compensation Committee believes that acceleration upon a change in control is appropriate to minimize the risk that executive officers might favor a particular transaction based on the likely impact on the executive officer’s equity awards, to increase the likelihood that the employees will remain with us after becoming aware of a pending or threatened change in control, and due to the increased likelihood that employees may be terminated by a successor through no fault of their own.

Compensation Policies

Recoupment Policy

We have a recoupment (or claw back) policy that was amended by our Compensation Committee in 2018 to include provisions requiring recoupment of awards if a covered executive officer engages in certain gross misconduct. The policy is applicable to all employees designated as access persons under our insider trading policy (persons with access to detailed financial and other insider information, a group that includes all executive officers). The committee has discretion to reduce the amount of any forfeiture or recoupment and may also pursue other remedies against a covered person for conduct covered by the policy.

The policy requires recoupment of certain cash and equity incentive award payouts in the event we are required to restate our financial results.  The amount subject to recoupment is the amount that would not have been earned or paid based on the restated results. The policy now also subjects all cash incentive and equity awards to forfeiture and/or recoupment in the event a covered person engages in certain gross misconduct. In all cases, any recoupment is based on net proceeds from the awards subject to recoupment and includes the proceeds from the sale of any shares subject to equity awards that are subject to recoupment, as well as any dividends paid on the shares received from an award.

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Executive Officer Stock Ownership Guidelines

To align executive officers’ interests with shareholders’ interests, the Compensation Committee expects executive officers to acquire significant equity ownership. The guidelines require that within five years of service in an executive role, each executive must have achieved an equity ownership level equal to a specified multiple of his or her base salary.

The minimum equity ownership levels are five times annual base salary for our CEO and two times annual base salary for the other Named Executives. Ownership levels are calculated based on actual shares owned plus the estimated after-tax value of restricted and unrestricted shares, deferred stock units and shares held under benefit plans, and potential gains from vested options. The calculation uses a stock value as of the close of market on December 31 of the year immediately preceding the year of calculation.

Executive officers who have held executive positions with us for five years or more have achieved their goals. Newer executive officers are on pace for achieving their ownership targets within the applicable range.

Prohibition on Hedging and Pledging

Our insider trading policy prohibits access persons from engaging in speculative trading or hedging of positions in our securities, including writing or trading in options, warrants or any other derivatives, and from entering into any transactions designed specifically to protect or hedge against a decrease in value of our securities. It also prohibits pledges of any company securities (e.g., pledge to a bank or financial institution as collateral for a loan, or pledge to a broker in connection with a market transaction, such as a margin loan or prepaid forward sale contract).

Granting of Equity Awards

We have an equity award approval policy to ensure that all equity awards are approved pursuant to proper authority, follow a consistent process, and are reflected in appropriate documentation. Under the policy, equity awards that have an exercise price or number of shares that are based on the fair market value of our common stock on the date of grant are only granted at times when trading is permitted under our insider trading policy. This policy ensures that the exercise price or number of shares is determined by reference to a stock price that reflects current public information. The policy includes procedures for granting equity awards to executive officers and non-employee directors, as well as all other employees. Under our plans, the exercise price of stock options is based on the fair market value on the date of grant. The plans define fair market value as the closing price of our common stock on the preceding trading day.

Deductibility of Executive Compensation

Section 162(m) limits the tax deductibility of compensation paid to each covered officer to $1 million per year. Until January 1, 2018, this limitation did not apply to “performance-based compensation” that complied with Section 162(m). We previously tried to structure our compensation programs, where possible, to qualify for the performance-based compensation exemption. However, this exception for “performance-based compensation” was repealed as part of legislation signed into law at the end of 2017. Consequently, compensation paid in 2018 and later years to our covered officers, as determined under the tax rules, in excess of $1 million per year will not be deductible unless it qualifies for transitional relief applicable to certain binding, written performance-based compensation arrangements that were in place as of November 2, 2017 that are not subsequently modified.

The Compensation Committee’s primary objective in designing and administering our compensation programs is to support and encourage the achievement of our long-term strategic goals and to enhance shareholder value. When consistent with this compensation philosophy, the committee has structured our compensation programs with the intent that compensation paid thereunder generally would be tax deductible. However, with the repeal of the performance-based exception, it is uncertain whether we will be able to deduct some of the payments under existing awards that were designed to qualify for the performance-based pay exception, and payments under new awards to a covered officer, although performance-based, will not be deductible to the extent they exceed $1 million in any year. The committee believes that shareholder interests are best served by not restricting the committee’s discretion and flexibility in crafting compensation programs, even though such programs may result in certain non-deductible compensation expenses. Accordingly, the committee has approved, and may in the future approve, compensation arrangements for executive officers that are not fully tax deductible. Notwithstanding the repeal of the exemption for “performance-based compensation,” the Compensation Committee intends to maintain its commitment to structuring our executive compensation programs in a manner designed to align pay with performance.

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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee is comprised entirely of independent, outside directors. No company employee serves on the committee. The committee members have no interlocking relationships as defined by the SEC.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has discussed and reviewed the Compensation Discussion and Analysis with management. Based upon this review and discussion, the committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

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SUMMARY COMPENSATION TABLE

The following table sets forth the cash and non-cash compensation awarded to, earned by or expensed with respect to, the Named Executives.