Navistar amends agreement with two key stakeholders

Jason Cannon July 15, 2013

Navistar said Monday it has amended agreements with two of its largest shareholders, Carl Icahn and Mark Rachesky, which will allow each man to designate two nominees to the company’s board of directors.

Jack Pope will retire from the board, effective immediately, to allow for an additional director. The move leaves nine board members until Navistar’s board meeting in February, when it will nominate 10 directors.

“We view the updated agreements with Icahn Partners and MHR (Rachesky), as well as the amendment to the rights plan, as positive steps as we continue to execute our turnaround plan and drive the company to restored profitability,” Navistar CEO Troy Clarke said through a statement.

In return, Icahn and Rachesky agreed they will not run a proxy contest at the truck maker’s annual meeting in February 2014.

Navistar and Icahn had a falling out of sorts last summer after the business magnate issued a letter to the company’s board of directors threatening legal action if his demands for new board seats for shareholders were not met.

Rachesky joined Navistar’s board approximately one month later.


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