NAVISTAR INTERNATIONAL CORPORATION (NYSE:NAV) Files An 8-K Submission of Matters to a Vote of Security Holders
ITEM5.07
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SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
Navistar International Corporation (the Company) held its 2017
Annual Meeting of Stockholders (the Annual Meeting) on
February14, 2017. 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 2018 Annual Meeting of Stockholders
and until their successors are duly elected and qualified. There
were no abstentions with respect to this matter. There were
3,837,883 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 |
72,697,940 | 694,695 | ||||||
|
Jose Maria Alapont |
72,549,452 | 843,183 | ||||||
|
Stephen R. DArcy |
72,554,709 | 837,926 | ||||||
|
Vincent J. Intrieri |
72,608,589 | 784,046 | ||||||
|
General (Retired) Stanley A. McChrystal |
72,554,490 | 838,145 | ||||||
|
Samuel J. Merksamer |
69,857,881 | 3,534,754 | ||||||
|
Mark H. Rachesky |
69,846,215 | 3,546,420 | ||||||
|
Michael F. Sirignano |
72,475,555 | 917,080 | ||||||
|
Dennis A. Suskind |
72,593,278 | 799,357 |
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 Dennis D. Williams. Mr.Williams 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 Companys 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 |
|||
|
70,822,201 |
2,303,689 | 266,745 | 3,837,883 |
Proposal 3. The Companys stockholders approved,
in a non-binding advisory vote, a preferred frequency of once
every year for the stockholder non-binding advisory vote on
executive compensation.
|
Votes For 1 Year |
VotesFor 2 Years |
Votes For 3 Years |
Votes Abstained |
Broker Non-Vote |
||||
|
70,820,914 |
64,670 | 2,481,764 | 25,287 | 3,837,883 |
Proposal 4. The Companys stockholders approved
the ratification of the appointment of KPMG LLP as the Companys
independent registered public accounting firm for the fiscal year
ending October31, 2017. The results of the voting for the
ratification of the appointment of KPMG LLP as the Companys
independent registered public accounting firm for the fiscal year
ending October31, 2017 were as follows:
|
Votes For |
VotesAgainst |
Votes Abstained |
Broker Non-Vote |
|||
|
76,524,715 |
667,020 | 38,783 |
| ITEM8.01 | OTHER EVENTS |
On February21, 2017, the Company issued a press release
announcing that following the Annual Meeting on February14, 2017,
the Board elected Troy A. Clarke, the Companys President and
Chief Executive Officer, as Chairman of the Board and also
elected General (Retired) Stanley A. McChrystal as the
Independent Lead Director. A copy of the press release is filed
as Exhibit 99.1 hereto and is incorporated herein by reference.
The Company has determined that it will continue to hold the
stockholder non-binding advisory vote on executive compensation
once every year.
| ITEM9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits
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Exhibit No. |
Description |
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| 99.1 |
Press Release, dated February21, 2017, Navistars Board of Directors Elects Troy A. Clarke as Chairman |
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 00.00 at 27.19 with 304,623 shares trading hands.