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ITEM 9B – Other Information
+Added: On November 20, 2023 , Donal L.
+Added: Mulligan , Board of Directors , adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 2,358 shares of the Company’s common stock until April 30, 2025.
ITEM 9C – Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
ITEM 10 – Directors, Executive Officers and Corporate Governance
−Removed: Information required under this item with respect to directors is contained in the sections entitled “Board of Directors” as part of our 2023 Proxy Statement and is incorporated herein by reference.
+Added: Information required under this item with respect to directors is contained in the section entitled “Board of Directors” as part of our 2024 Proxy Statement and is incorporated herein by reference.
See also Item 1, Information About Our Executive Officers in Part I hereof.
−Removed: Business Ethics Guide
−Removed: We have adopted the Tennant Company Business Ethics Guide, which applies to all of our employees, directors, consultants, agents and anyone else acting on our behalf.
−Removed: The Business Ethics Guide includes particular provisions applicable to our senior financial management, which includes our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and other employees performing similar functions.
−Removed: A copy of our Business Ethics Guide is available on the Investor Relations website at investors.tennantco.com.
−Removed: We intend to post on our website any amendment to, or waiver from, a provision of our Business Ethics Guide that applies to our Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, Chief Accounting Officer and other persons performing similar functions promptly following the date of such amendment or waiver.
+Added: Code of Conduct
+Added: We have adopted the Tennant Company Code of Conduct, which applies to all of our employees, directors, consultants, agents and anyone else acting on our behalf.
+Added: The Code of Conduct includes particular provisions applicable to our senior financial management, which includes our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and other employees performing similar functions.
+Added: A copy of our Code of Conduct is available on the Investor Relations website at investors.tennantco.com.
+Added: We intend to post on our website any amendment to, or waiver from, a provision of our Code of Conduct that applies to our Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, Chief Accounting Officer and other persons performing similar functions promptly following the date of such amendment or waiver.
In addition, we have also posted copies of our Corporate Governance Principles and the Charters for our Audit, Compensation, Governance and Executive Committees on our website.
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ITEM 12 – Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
−Removed: Information required under this item is contained in the sections entitled “Security Ownership of Certain Beneficial Owners and Management” and "Equity Compensation Plan Information" as part of our 2023 Proxy Statement and are incorporated herein by reference.
+Added: Information required under this item is contained in the sections entitled “Security Ownership of Certain Beneficial Owners and Management” and "Equity Compensation Plan Information" as part of our 2024 Proxy Statement and is incorporated herein by reference.
ITEM 13 – Certain Relationships and Related Transactions, and Director Independence
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4.1 Description of Securities
−Removed: Filed herewith electronically.
+Added: Incorporated by reference to Exhibit 4.1 to the Company's Form 10-K for the year ended December 31, 2022.
10.1 Tennant Company Executive Nonqualified Deferred Compensation Plan, as restated effective January 1, 2009, as amended*
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10.30 Amendment No.
−Removed: 1 to Credit Agreement, dated as of November 10, 2022 Incorporated by reference to Exhibit 10.01 to the Company's Current Report on Form 8-K filed on November 17, 2022.
+Added: 1 to Credit Agreement, dated as of November 10, 2022
+Added: Incorporated by reference to Exhibit 10.01 to the Company's Current Report on Form 8-K filed on November 17, 2022.
21 Subsidiaries of the Registrant
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Filed herewith electronically.
+Added: 97 Compensation Recoupment Policy
+Added: Filed herewith electronically.
101 The following financial information from Tennant Company’s annual report on Form 10-K for the period ended December 31, 2023, filed with the SEC on February 22, 2024, formatted in Inline Extensible Business Reporting Language (iXBRL):
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.