NAVISTAR INTERNATIONAL CORPORATION (NYSE:NAV) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On August14, 2017, Daniel A. Ninivaggi was elected to the Board of Directors (the “Board”) of Navistar International Corporation (the “Company”), replacing Samuel J. Merksamer who submitted his resignation to the Board on August14, 2017 effective immediately. Mr.Ninivaggi was appointed a member of the Board’s Audit Committee and Compensation Committee, also effective August14, 2017. toa Settlement Agreement effective as of October5, 2012 entered into by the Company with Carl C. Icahn, Icahn Partners Master Fund LP, Icahn Partners Master Fund II LP, Icahn Partners Master Fund III LP, Icahn Offshore LP, Icahn Partners LP, Icahn Onshore LP, Beckton Corp., Hopper Investments LLC, Barberry Corp., High River Limited Partnership, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings L.P. and Icahn Enterprises G.P. Inc. (collectively, the “Icahn Group”), as amended by Amendment No.1 to the Settlement Agreement, effective as of July14, 2013, and Amendment No.2 to the Settlement Agreement, effective as of September5, 2016 (collectively, the “Settlement Agreement”), Mr.Ninivaggi has been designated by the Icahn Group to serve on the Board as an Icahn Nominee (as defined in the Settlement Agreement) as a replacement for Mr.Merksamer who was also an Icahn Nominee.
As a director of the Company, Mr.Ninivaggiwill receive compensation as a non-employee director in accordance with the Company’s non-employee director compensation practices described in the Company’s Annual Proxy Statement filed with the Securities and Exchange Commission on December21, 2016.This compensation generally consists ofan annual retainer in the amount of $120,000 ($20,000 of which is to be paid in the form of restricted stock) and an annual stock option grant of 5,000 options.The initial cash and stock award to be received by Mr.Ninivaggiwill be pro-rated accordingly.
A copy of the press release announcing the election of Mr.Ninivaggi and the resignation of Mr.Merksameris attached to this Current Report on Form 8-K as Exhibit99.1 and incorporated herein by reference.
| Item 5.02 | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits
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Exhibit No. |
Description |
| 99.1 | Press Release, dated August16, 2017 “Daniel A. Ninivaggi Appointed to Navistar Board of Directors” |
NAVISTAR INTERNATIONAL CORP ExhibitEX-99.1 2 d436424dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 Navistar International Corporation 2701 Navistar Dr. Lisle,…To view the full exhibit click here
About NAVISTAR INTERNATIONAL CORPORATION (NYSE:NAV)
Navistar International Corporation is a holding company whose principal operating entities are Navistar, Inc. and Navistar Financial Corporation (NFC). The Company’s segments include Truck, Parts, Global Operations (collectively, Manufacturing operations) and Financial Services, which consists of NFC and its foreign finance operations (collectively, Financial Services operations). The Truck segment manufactures and distributes Class 4 through 8 trucks, buses and military vehicles under the International and IC Bus brands, along with production of engines. The Parts segment supports its brands of International commercial trucks, IC buses and engines. The Global Operations segment includes operations of its subsidiary, International Industria de Motores da America do Sul Ltda. (IIAA). The Financial Services segment provides and manages retail, wholesale and lease financing of products sold by the Truck and Parts segments and their dealers.
