Navistar has agreed to add three directors affiliated with Icahn Partners and MHR Fund Management. Icahn and MHR have been outspoken critics of Navistar’s recent financial problems, including engine strategy.
The appointment of the new directors is pursuant to an agreement the company has entered into with each of Icahn and MHR. In the agreements, Icahn and MHR have agreed that they will not run a proxy contest at the 2013 annual meeting and will support the board’s nominees, as well as certain other provisions.
Vincent J. Intrieri, affiliated with Icahn, and Mark H. Rachesky, affiliated with MHR, will replace Eugenio Clariond and Steven J. Klinger, who have agreed to retire from board. The third director will be designated and agreed upon by Icahn and MHR.
The three new directors will stand for election at the company’s 2013 annual meeting of shareholders. The board will remain at 10 members so long as either Icahn or MHR continues to have a designee on the board, Navistar says.
“We are pleased to have reached an agreement with Icahn and MHR as we believe it is in the best interest of the company and all of its shareholders,” said Michael N. Hammes, Navistar’s independent lead director.
Lewis B. Campbell, chairman and chief executive officer, said, “Vince and Mark will provide meaningful shareholder representation on the board, and we welcome their insights and look forward to working with them constructively as we continue to execute on our plan to drive long-term profitability and deliver shareholder value.”
Icahn stated, “I am glad to have reached an agreement that provides strong shareholder representation on the board and look forward to working diligently with the board to enhance value at Navistar.”
Rachesky stated, “I am pleased with the favorable outcome of the process which resulted in giving shareholders meaningful board representation. I look forward to working closely with management and other members of the board of directors of Navistar to effect the changes necessary to drive value for all shareholders.”
Vincent J. Intrieri has been employed by entities related to Carl C. Icahn since October 1998 in various investment related capacities. Since January 1, 2008, he has served as senior managing director of Icahn Capital L.P., the entity through which Carl C. Icahn manages investment funds. From 2006 to September 2012, he was a director of Icahn Enterprises G.P. Inc., the general partner of Icahn Enterprises L.P. In addition, since November 2004, he has been a senior managing director of Icahn Onshore LP, the general partner of Icahn Partners, and Icahn Offshore, the general partner of Icahn Master, Icahn Master II and Icahn Master III, entities through which Mr. Icahn invests in securities.
He is currently the chairman of CVR Energy, Inc., and also serves on the boards of Federal−Mogul Corp. and Chesapeake Energy Corp. He is also chairman of the board and a director of PSC Metals, Inc.
Dr. Rachesky is the president of MHR Fund Management. Rachesky currently serves as chairman of the board of Lions Gate Entertainment Corp., Loral Space & Communications Inc., Telesat Holdings Inc., and Leap Wireless International Inc.
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