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 Officers
ITEM5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS
As previously disclosed in the Current Report on Form
8-K of Navistar
International Corporation (the Company) filed on September6, 2016
(the September 6, 2016 Form 8-K), the Stockholder Agreement,
dated as of September5, 2016, by and among the Company and
Volkswagen Truck Bus GmbH (VW TB), previously filed as Item 10.2
of the September6, 2016 Form 8-K, provides for the appointment of
two individuals designated by VW TB (the Investor Nominees) to
the Companys Board of Directors (the Board), subject to the
approval of the Company.
to the Stockholder
Agreement, the Company appointed Andreas Renschler and Matthias
Grndler, the Investor Nominees, to fill the vacancies created by
the retirement of Michael N. Hammes and James H. Keyes, effective
as of February28, 2017. Mr.Renschler was appointed a member of
the Boards Compensation Committee and the Nominating and
Governance Committee and Mr.Grndler was appointed a member of the
Boards Finance Committee.
As a director of
the Company, each of Messrs. Renschler and Grndler will receive
compensation as a non-employee director in accordance with the
Companys non-employee director compensation practices described
in the Companys Annual Proxy Statement filed with the Securities
and Exchange Commission on December21, 2016. This compensation
generally consists of an annual retainer in the amount of
$120,000 ($20,000 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 each of Messrs.
Renschler and Grndler will be pro-rated accordingly.
Also in connection
with Messrs. Renschler and Grndlers appointment, the Board
ratified several related person transactions. The Company and its
subsidiaries have historically had a series of commercial
relationships with VW TB and its affiliates, and the parties
expect to enter into future transactions. The total aggregate
value of these transactions amounted to approximately $113million
during fiscal year 2016 and is estimated to amount to
approximately $119million in fiscal year 2017. As of February 28,
2017, VW TB holds a 16.6% stake in the Company and is therefore a
related person under the Companys Policy and Procedures with
Respect to Related Person Transactions (the Policy). Messrs.
Renschler and Grndler, as the Chief Executive Officer and Chief
Financial Officer, respectively, of VW TB, are each a related
person under the Policy and are deemed to have an indirect
material interest in the transactions of VW TBs by virtue of
their positions as officers of VW TB. For each related person
transaction, the Boards Audit Committee and the Board considered
the relevant factors and the Board, upon the recommendation of
the Boards Audit Committee, ratified the transaction on the basis
that the relationship was in the best interest of the Company.
Such approved transactions are related person transactions under
Item 404(a) of Regulation S-K and include, without limitation,
purchases and sales of goods and services, payments of royalties,
and a sourcing joint venture.
ITEM8.01
OTHER EVENTS
On March1, 2017,
the Company issued a press release announcing the election of two
new directors and the closing of the previously disclosed
issuance of 16,242,012 shares of common stock of the Company (the
Share Issuance) for a purchase price of $15.76 per share and an
aggregate purchase amount of $255,974,109 to VW TB. The Share
Issuance was consummated to the terms of the Stock Purchase
Agreement, dated as of September5, 2016, by and among the Company
and VW TB. The Share Issuance was previously reported by the
Company in the September6, 2016 Form 8-K and the full text of the
Stock Purchase Agreement was filed as Exhibit 10.1 thereto. A
copy of the press release is attached as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated into this Item
8.01 by reference.
ITEM9.01
FINANCIAL STATEMENTS AND EXHIBITS
| (d) | Exhibits |
|
ExhibitNo. |
Description |
|
| 99.1 |
Press Release, dated March1, 2017, Navistar and Volkswagen Truck Bus Close Strategic Alliance |
Forward Looking
Statements
Information
provided and statements contained in this report that are not
purely historical are forward-looking statements within the
meaning of the federal securities laws. Such forward-looking
statements only speak as of the date of this report and the
company assumes no obligation to update the information included
in this report. Such forward-looking statements include
information concerning our possible or assumed future results of
operations, including descriptions of our business strategy.
These statements often include words such as believe, expect,
anticipate, intend, plan, estimate, or similar expressions. These
statements are not guarantees of performance or results and they
involve risks, uncertainties, and assumptions. For a further
description of these factors, see the risk factors set forth in
our filings with the Securities and Exchange Commission,
including our annual report on Form 10-K for the fiscal year
ended October31, 2016. Although we believe that these
forward-looking statements are based on reasonable assumptions,
there are many factors that could affect our actual financial
results or results of operations and could cause actual results
to differ materially from those in the forward-looking
statements. All future written and oral forward-looking
statements by us or persons acting on our behalf are expressly
qualified in their entirety by the cautionary statements
contained or referred to above. Except for our ongoing
obligations to disclose material information as required by the
federal securities laws, we do not have any obligations or
intention to release publicly any revisions to any forward
looking statements to reflect events or circumstances in the
future or to reflect the occurrence of unanticipated
events.
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. NAVISTAR INTERNATIONAL CORPORATION (NYSE:NAV) Recent Trading Information
NAVISTAR INTERNATIONAL CORPORATION (NYSE:NAV) closed its last trading session down -0.77 at 27.03 with 428,538 shares trading hands.
