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Navistar (NAV) Reaches Agreement with Carl Icahn; Icahn Not to Seek Board Appointment

November 15, 2011 9:23 AM EST
Navistar International Corporation (NYSE: NAV) today announced that it entered into an agreement with investor Carl Icahn and certain of his affiliates to submit a proposal to its shareholders at its 2012 Annual Meeting of Shareholders to destagger the Board to elect directors on an annual basis. With this agreement, Mr. Icahn agreed not to seek Board representation at the Company’s 2012 Annual Meeting and agreed to vote in favor of the Company’s nominees for election at the 2012 Annual Meeting.

If approved by the shareholders, Navistar will begin the annual election process starting with the class of three directors up for election at the 2012 Annual Meeting of Shareholders. Instead of three-year terms, each nominee would be elected to a one-year term at the 2012 Annual Meeting and subsequent annual meetings with a majority of the Board being elected to a one-year term at the 2013 Annual Meeting, and all nominees being elected on an annualized cycle as of the 2014 Annual Meeting of Shareholders.


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