Under an agreement reached November 15 with investor Carl Icahn and certain of his affiliates, Navistar International Corporation announced it would destagger its board to provide for the annual election of directors. Navistar is the parent company of International Trucks.
A majority of the board of directors will be elected to one-year terms at the 2013 annual meeting. Icahn will not seek board representation, and will vote for company nominees in 2012
“Navistar’s Board and management team are committed to acting in the best interests of the company and all its shareholders, and we believe that the annual election of our directors, without a staggered board, further strengthens our corporate governance practices,” said Dan Ustian, Navistar’s chairman, president and chief executive officer. “We also are pleased to have reached an agreement with Mr Icahn that includes his support for our board nominees for election at our upcoming shareholders meeting.
“We have demonstrated a proven ability to deliver solid earnings, and our future growth prospects are strong in large part due to the strategy and vision of current management and the board,” Ustian said. “We remain intensely focused on delivering value for all shareholders by executing on our strategy, including building a differentiated product offering, enhancing our already strong North American business, growing our global truck and engine businesses, sustaining our global military business, and expanding our parts business.”
If approved by shareholders, Navistar will begin the annual election process starting with the class of three directors up for election at the 2012 annual shareholder meeting. 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 shareholder meeting.