Navistar International Corp. today (Nov. 15) announced that it entered into an agreement with investor Carl Icahn and certain of his affiliates to submit a proposal at its 2012 annual meeting of shareholders to “destagger” the board to elect directors on an annual basis.
According to a press release, with this agreement, Icahn agreed not to seek board representation at the company’s 2012 annual meeting and agreed to vote in favor of the company’s nominees for election.
“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, chairman, president and CEO of Navistar, a maker of trucks, buses and Monaco brand RVs. “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.”
If approved by the shareholders, Navistar will begin the annual election process starting with the class of three directors up for election at the annual meeting. Instead of three-year terms, each nominee would be elected to a one-year term with a majority of the board being elected to a one-year term at the 2013 meeting and all nominees being elected on an annualized cycle as of the 2014 session.