NAVISTAR INTERNATIONAL CORPORATION (NYSE:NAV) Files An 8-K Submission of Matters to a Vote of Security Holders

NAVISTAR INTERNATIONAL CORPORATION (NYSE:NAV) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Navistar International Corporation (the “Company”) held its 2018 Annual Meeting of Stockholders (the “Annual Meeting”) on February13, 2018. Set forth below is a brief description of each matter voted upon at the Annual Meeting and the voting results with respect to each matter.

Proposal 1. The following nominees were elected to the Board of Directors of the Company (the “Board”) to serve a one-year term expiring at the 2019 Annual Meeting of Stockholders and until their successors are duly elected and qualified. There were no abstentions with respect to this matter. There were 3,594,328 broker non-votes with respect to this matter. The results of the voting for the election of directors were as follows:

Nominee

Votes For VotesWithheld
Troy A. Clarke 87,943,912 635,706
José María Alapont 88,313,288 266,330
Stephen R. D’Arcy 88,238,831 340,787
Matthias Gründler 86,030,888 2,548,730
Vincent J. Intrieri 87,832,713 746,905
Daniel A. Ninivaggi 88,090,152 489,466
MarkH.Rachesky,M.D. 85,493,772 3,085,846
Andreas H. Renschler 83,709,694 4,869,924
Michael F. Sirignano 88,147,511 432,107
Dennis A. Suskind 88,334,296 245,322

The remaining director who did not stand for election at the Annual Meeting and whose term of office as a director continued after such meeting is Jeffrey A. Dokho. Mr.Dokho fills a seat that is appointed by the United Automobiles, Aerospace and Agricultural Implement Workers of America (the “UAW”) and is not elected by stockholders. His term of office continues until his removal by the UAW.

Proposal 2. The Company’s stockholders approved the non-binding advisory vote on executive compensation. The results of the voting on the non-binding advisory vote on executive compensation were as follows:

Votes For

VotesAgainst

Votes

Abstained

Broker

Non-Vote

87,541,783 800,588 237,247 3,594,328

Proposal 3. The Company’s stockholders approved the material terms of the performance measurements and goals set forth in our 2013 Performance Incentive Plan. The results of the voting on the material terms of the performance measurements and goals set forth in our 2013 Performance Incentive Plan were as follows:

Votes For

VotesAgainst

Votes

Abstained

Broker

Non-Vote

87,871,074 561,151 147,393 3,594,328

Proposal 4. The Company’s stockholders approved the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending October31, 2018. The results of the voting for the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending October31, 2018 were as follows:

Votes For

VotesAgainst

Votes

Abstained

Broker

Non-Vote

91,866,196 173,661 134,089


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.

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