Navistar Boosts Poison Pill Limit to 20 Percent

July 18, 2013

Navistar International has amended the plan it put in place with Icahn Partners and MHR Fund Management, and has changed stockholder rights plan.

As part of the agreements, Icahn and MHR will have the opportunity to designate two nominees for election to the board of directors at the company's annual meeting of shareholders in February 2014. In addition, Icahn and MHR each has agreed that it will not run a proxy contest at the 2014 annual meeting and will support the noard's nominees. The board has also approved an amendment to the company's rights plan that extends its expiration date from August 31, 2013, to June 18, 2015, and allows for an increase in beneficial ownership of common stock from 15 percent to 19.99 percent without triggering the poison pill provision.

To allow for the additional director designated by the amended settlement agreements, John C. (Jack) Pope will retire from the board effective immediately. Pope's retirement leaves nine members on Navistar's board until the annual meeting, at which point the company plans to nominate 10 directors.

"We view the updated agreements with Icahn Partners and MHR, as well as the amendment to the Rights Plan, as positive steps as we continue to execute our turnaround plan and drive the company to restored profitability," said Troy Clarke, Navistar president and chief executive officer.