tm261343-1_nonfiling - none

tm261343-1_nonfiling - none - 16.1034995s

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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, 2026

Dear Shareholder,

Tennant Company’s 2026 Annual Meeting of Shareholders will be held on Wednesday, April 29, 2026, 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/TNC2026.

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, Chief Human Resources Officer, General Counsel and Corporate Secretary

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Table of Contents

	TENNANT COMPANY PROXY STATEMENT					1
	BOARD OF DIRECTORS					5
	Information, Qualifications, Experience and Tenure					5
	Director Dashboard — Current Directors					16
	Corporate Governance Highlights					16
	Meeting Attendance					16
	Director Independence					16
	Board Leadership Structure					16
	Board Oversight of Strategy and Risk					17
	Board Committees					18
	Board And Committee Self-Evaluation Process					21
	Director Commitments					21
	Board and Committee Member Nominations and Appointments					21
	Communication with the Board of Directors					22
	Committee Charters and Other Governance Documents					22
	Insider Trading Policy					22
	Director Compensation					23
	ITEM 1 — ELECTION OF DIRECTORS					26
	AUDIT COMMITTEE AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM INFORMATION					27
	Fees Paid to Independent Registered Public Accounting Firm					27
	Audit Committee Report					28
	ITEM 2 — RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM					29
	EXECUTIVE COMPENSATION INFORMATION					30
	Compensation Discussion and Analysis					30
	Compensation Committee Report					43
	Summary Compensation Table					44
	Grants of Plan-Based Awards in Fiscal 2025 Table					46
	Outstanding Equity Awards at 2025 Fiscal Year-End					47
	Option Exercises and Stock Vested in 2025					48
	Non-Qualified Deferred Compensation in 2025					48
	Agreements and Arrangements with Named Executives					49
	Potential Payments upon Termination or Change in Control					53
	CEO Pay Ratio					54
	Pay Versus Performance					54
	Equity Compensation Plan Information					59
	ITEM 3 — ADVISORY APPROVAL OF EXECUTIVE COMPENSATION					60
	OTHER INFORMATION

SEC Form DEF 14A filed by Tennant Company