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10/9/2012
Corporate re-power? Navistar replaces two on board of directors
By Charlie Morasch, Land Line contributing writer

After a tumultuous few years and signals that a trucking giant was beginning to dig out of its problems, formal changes are coming to the Navistar International Corp. board of directors.

Navistar announced Monday it is appointing two new members to its board of directors, and as part of a settlement will later add a third director approved by two of its most famous shareholders, activist investor Carl Icahn and Mark Rachesky and their corporate entities.

Vincent Intrieri, who has worked for Icahn since 1998, and Rachesky himself were appointed to the Navistar board, the company said in a news release.

Intrieri and Rachesky will replace Eugenio Clariond and Steven Klinger, who Navistar says have agreed to retire from the board.  A third board member will also be replaced, Navistar said, and the board will consist of 10 members as long as Icahn and Rachesky’s MHR Fund Management “continues to have a designee on the board,” Navistar said.

“I am glad to have reached an agreement that provides strong shareholder representation on the board and look forward to working diligently with the board to enhance value at Navistar,” Icahn said, according to the Navistar release.

Rachesky said he was “pleased with the favorable outcome of the process, which resulted in giving shareholders meaningful board representation,” according to the release. “I look forward to working closely with management and other members of the Board of Directors of Navistar to effect the changes necessary to drive value for all shareholders.”

The settlement between Navistar, Icahn and MHR means Icahn and MHR have agreed to not run a proxy contest at the 2013 shareholder meeting and will support the board’s nominees. Proxy contests can lead to management shakeups and have been associated with hostile takeovers.

The board shakeup follows a few major changes Navistar has announced since late summer, including an embrace of SCR exhaust after treatment and the ouster of former CEO Daniel Ustian.

Navistar announced the retirement of trucking industry veteran Jim Hebe Monday, Oct. 8. Hebe had served as Navistar’s senior vice president of North American sales operations since 2008. For a recent article on the company, click here.

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