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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. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Material

☐

Soliciting Material under §240.14a-12

TENNANT COMPANY

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒

No fee required

☐

Fee paid previously with preliminary materials

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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Tennant Company
10400 Clean Street
Eden Prairie, Minnesota 55344

March 18, 2025

Dear Shareholder,

Tennant Company’s 2025 Annual Meeting of Shareholders will be held on Tuesday, April 29, 2025, at 10:30 a.m. Central Time. The 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/TNC2025.

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 in 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.

Sincerely,

Kristin A. Erickson
Senior Vice President, General Counsel and
Corporate Secretary

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	TENNANT COMPANY PROXY STATEMENT					1
	BOARD OF DIRECTORS					5
	Information, Qualifications, Experience and Tenure					5
	Director Dashboard — Current directors					14
	Corporate Governance Highlights					14
	Meeting Attendance					14
	Director Independence					14
	Board Leadership Structure					14
	Board Oversight of Strategy and Risk					15
	Board Committees					16
	Board and Committee Self-Evaluation Process					18
	Director Commitments					19
	Board and Committee Member Nominations and Appointments					19
	Communication with the Board of Directors					20
	Committee Charters and Other Governance Documents					20
	Insider Trading Policy					20
	Director Compensation					21
	ITEM 1 — ELECTION OF DIRECTORS					24
	AUDIT COMMITTEE AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM INFORMATION					25
	Fees Paid to Independent Registered Public Accounting Firm					25
	Audit Committee Report					26
	ITEM 2 — RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM					27
	EXECUTIVE COMPENSATION INFORMATION					28
	Compensation Discussion and Analysis					28
	Compensation Committee Report					40
	Summary Compensation Table					41
	Grants of Plan-Based Awards in Fiscal 2024 Table					43
	Outstanding Equity Awards at 2024 Fiscal Year-End					44
	Option Exercises and Stock Vested in 2024					45
	Non-Qualified Deferred Compensation in 2024					45
	Agreements and Arrangements with Named Executives					46
	Potential Payments upon Termination or Change in Control					50
	CEO Pay Ratio					51
	Pay Versus Performance					51
	Equity Compensation Plan Information					56
	ITEM 3 — ADVISORY APPROVAL OF EXECUTIVE COMPENSATION					57
	OTHER INFORMATION					58
	Security Ownership of Certain Beneficial Owners and Management					58
	Delinquent Section 16(a) Reports					59
	Related-Person Transaction Approval Policy					59
	Political Contribution Policy					60
	Shareholder Proposals and Nominations					60

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

	Time and Date:			Tuesday, April 29, 2025, at 10:30 a.m. Central Time
	How to Attend:			The meeting will be completely virtual. You may attend the online meeting and vote your shares electronically during the meeting via the Internet by visiting www.virtualshareholdermeeting.com/TNC2025. To enter the Annual Meeting, you will need the 16-digit control number that is printed in the box marked by the arrow in your Notice of Internet Availability of Proxy Materials. We recommend that you log in at least 15 minutes before the meeting to ensure that you are logged in when the meeting starts.
	Items of Business:			(1) Elect three Class III directors to three-year terms and one Class II director to a two-year term; (2) Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2025; and (3) Advisory approval of executive compensation.
	Who May Vote:			You may vote if you were a shareholder of record as of the close of business on March 6, 2025.
	Proxy Voting:			It is important that your shares are voted whether or not you join the virtual meeting. You are encouraged to vote your shares via the Internet, as instructed in the Notice of Internet Availability of Proxy Materials, as soon as possible. You may also follow the instructions in 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. Your prompt response will help reduce solicitation costs incurred by us.
				Kristin A. Erickson, Senior Vice President, General Counsel and Corporate Secretary March 18, 2025

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 29, 2025:
The Notice of Annual Meeting of Shareholders, 2025 Proxy Statement, and 2024 Annual Report
are available at www.proxyvote.com.

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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 2025 Annual Meeting of Shareholders (“Annual Meeting”).

The completely virtual Annual Meeting will be held on Tuesday, April 29, 2025, at 10:30 a.m. Central Time at www.virtualshareholdermeeting.com/TNC2025.

The Notice of Internet Availability of Proxy Materials is being first mailed to shareholders on or about March 18, 2025.

How do I access the proxy materials?

Under rules of the Securities and Exchange Commission (“SEC”), 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 6, 2025. As of March 6, 2025, there were 18,806,189 shares of common stock outstanding, each entitled to one vote.

How do I vote?

You may vote in one of four ways:

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 April 28, 2025. 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.

By Phone

Request a proxy card from us by following the instructions in 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

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week, until 11:59 p.m. Eastern Time on April 28, 2025. 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.

By Mail

Request a proxy card from us by following the instructions in 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.

Online During the Annual Meeting

All shareholders may vote online during the Annual Meeting through the link www.virtualshareholdermeeting.com/TNC2025. The 16-digit control number provided in 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 April 24, 2025. 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.

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

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•

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:

Vote Required

Voting
Options

Board
Recommendation(1)

Broker
Discretionary
Voting
Allowed(2)

Impact of
Abstention

Item 1: Elect three Class III directors to three-year terms and one Class II director to a two-year term

Majority of votes cast (the votes cast FOR the nominee exceed the votes cast AGAINST the nominee)(3)

FOR
AGAINST
ABSTAIN

FOR

None

SEC Form DEF 14A filed by Tennant Company