Bloomberg News

Navistar Agrees With Icahn to Hold Annual Board Elections

November 16, 2011

(Updates share trading in last paragraph.)

Nov. 15 (Bloomberg) -- Navistar International Corp. said it reached an agreement with billionaire investor Carl Icahn to start electing directors on an annual basis.

Icahn agreed not to seek board representation and to vote in favor of company nominees for election at Navistar’s 2012 annual meeting, the truckmaker said in a statement. Icahn disclosed a 9.8 percent stake in Navistar last month, making him the second-largest investor. His stake has since grown to 10.4 percent.

Icahn, who buys positions in companies he considers to be under-performing and then pushes for change, has held talks with the management about adding people to its board, according to a filing last month. With the agreement, all Navistar directors will be up for election annually by the 2014 shareholders meeting.

Navistar last month reported third-quarter profit profit of $61 million, or 79 cents a share, excluding a tax allowance, as lower-priced fleet sales accounted for a larger share of the business. Profit was down from $107 million, or $1.44 a share, a year earlier, excluding some items.

Icahn has generated profits pressuring companies from USX Corp. to Texaco Inc. to split up or increase dividends and stock buybacks.

Navistar fell 2 percent to $40.30 at the close in New York. The shares have slid 30 percent this year.

--Editors: Bill Koenig, Jamie Butters

To contact the reporter on this story: Mark Clothier in Southfield, Michigan at mclothier@bloomberg.net

To contact the editor responsible for this story: Jamie Butters at jbutters@bloomberg.net


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