The company is it also "looks forward to moving ahead without the unnecessary expense and distraction of a proxy contest."
In response to Icahn pulling the tender offer, Standard & Poor's Ratings Services affirmed Oshkosh's "BB" corporate credit rating and removed the ratings from Creditwatch. The outlook is stable, S&P said. The rating is two notches below investment grade, or "junk" grade.
Oshkosh's stock fell $1.28, or 4.3 percent, to $29.82 in trading Tuesday. Oshkosh shares rose to a 52-week high of $31.65 on Nov. 23. They had traded as low as $18.49 in early June.