TENNANT CO 8-K

What Happened Tennant Company (TNC) announced on February 12, 2026 that it entered into a Cooperation Agreement with Vision One Fund, LP and certain affiliates and appointed Patrick E. Allen and James T. Glerum Jr. to its Board of Directors. Patrick E. Allen was appointed as a Class II director effective February 12, 2026 (term expiring at the 2027 annual meeting) and James T. Glerum Jr. was appointed as a Class III director effective February 12, 2026 (term expiring at the 2028 annual meeting). Both were named to the Board’s Executive Committee effective February 12, 2026 and to the Audit Committee effective March 1, 2026. The company furnished a press release about these actions (Exhibit 99.1) and filed the Cooperation Agreement as Exhibit 10.1.

Key Details

• Cooperation Agreement dated February 12, 2026 with Vision One Fund, LP (an activist investor) — attached as Exhibit 10.1.
• Board commitments: Tennant agreed not to expand the Board beyond 11 directors until the announced 2027 annual meeting and to pursue an amendment to declassify the Board (to require annual director elections) by the earlier of the 2027 annual meeting or 16 months from the agreement.
• Governance and compensation: Allen and Glerum will receive standard non‑employee director compensation (including a pro‑rata portion for service through the 2026 annual meeting).
• Vision One Parties agreed to customary standstill, mutual non‑disparagement, and voting commitments (including supporting Board‑recommended director nominees) until the expiration date.

Why It Matters These filings reflect a tangible change in Tennant’s board composition and a formal agreement with an activist investor. The cooperation agreement includes a commitment to pursue declassification of the Board (moving to annual director elections) and limits on Board size, which are governance changes investors often watch closely. Investors should note the new directors’ committee assignments, the presence of an activist counterparty (Vision One), and the company’s public disclosure via press release and attached agreement.